Asfiled with the U.S. Securities and Exchange Commission on May 26, 2023

RegistrationNo. 333-[   ]

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

AIMEIHEALTH TECHNOLOGY CO., LTD

(Exactname of registrant as specified in its charter)

AimeiHealth Technology Co., Ltd

10East 53rd Street, Suite 3001

NewYork, NY 10022

+34678 035200

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

JuanFernandez Pascual

10East 53rd Street, Suite 3001

NewYork, NY 10022

+34678 035200

(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, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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, as amended, or until the Registration Statement shall become effectiveon such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Theinformation in this prospectus is not complete and may be changed. We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is notsoliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

$50,000,000

AimeiHealth Technology Co., Ltd
5,000,000 Units

AimeiHealth Technology Co., Ltd. is a blank check company newly incorporated as a Cayman Islands exempted company with limited liability forthe purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similarbusiness combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination.Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. We do not haveany specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contactedany prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with ourcompany.

Thisis an initial public offering of our securities. We are offering 5,000,000 units at an offering price of $10.00. Each unit consists ofone ordinary share, one right and one warrant, which we refer to throughout this prospectus as the “public warrants.” Eachright entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination,as described in more detail in this prospectus. Each warrant entitles the holder thereof to purchase three-fourths (3/4) of one ordinaryshare at a price of $11.50 per whole share, subject to adjustment as described in the prospectus. Each warrant will become exercisableon the later of: (i) one (1) year after the date this registration statement is declared effective by the Securities and Exchange Commissionand (ii) the consummation of an initial business combination and will expire on the fifth anniversary of our completion of an initialbusiness combination, or earlier upon redemption or liquidation. No fractional warrants will be issued upon separation of the units andonly whole warrants will trade. As a result, you must have 10 rights to receive one ordinary share at the closing of the initial businesscombination.

Weare an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore be subjectto reduced public company reporting requirements.

Investingin our securities involves a high degree of risk. See “Risk Factors” beginning on page 18 for a discussion ofinformation that should be considered in connection with an investment in our securities.

Neitherthe SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthfulor complete. Any representation to the contrary is a criminal offense.

Nooffer or invitation to subscribe for securities may be made to the public in the Cayman Islands.

Uponconsummation of the offering, $10.20 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 trust account with Continental Stock Transfer & Trust Companyacting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of (1) the completionof our initial business combination within the required time period; (2) our redemption of 100% of the issued and outstanding publicshares if we have not completed an initial business combination in the required time period; and (3) the redemption of any public sharesproperly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A)to modify the substance or timing of our obligation to allow redemption rights as described herein or redeem 100% of our public sharesif we do not complete our initial business combination within the required time period or (B) with respect to any other provision relatingto shareholders’ rights or pre-business combination activity.

Theunderwriters are offering the units on a firm commitment basis. The underwriters expect to deliver the units to purchasers on or about[   ], 2023.

SoleBook-Running Manager

SPARTANCAPITAL SECURITIES, LLC

___________,2023

(Prospectuscover continued from preceding page.)

Wehave also granted Spartan Capital Securities, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional750,000 units (over and above the 5,000,000 units referred to above) solely to cover over-allotments, if any.

Wewill provide our public shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial businesscombination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below,including interest (net of taxes payable), divided by the number of then issued and outstanding ordinary shares that were sold as partof the units in this offering, which we refer to as our “public shares.”

Wehave 12 months (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combinationby the full amount of time, as described in more detail in this prospectus) from the closing of this offering to consummate our initialbusiness combination. If we are unable to consummate our initial business combination within the above time period, we will distributethe aggregate amount then on deposit in the trust account, net of taxes payable, and less up to $50,000 of interest to pay liquidationexpenses pro rata to our public shareholders by way of the redemption of their shares and to cease all operations except for the purposesof winding up of our affairs, as further described herein. In such event, the rights and warrants will expire and be worthless.

Oursponsor, Aimei investment Ltd has agreed to purchase an aggregate of 325,000 units (or 355,000 units if the over-allotment option isexercised in full) (the “private units”) at a price of $10.00 per unit in a private placement for an aggregate purchase priceof $3,250,000 (or $3,550,000 if the over-allotment option is exercised in full). Each private unit will be identical to the units soldin this offering, except as described in this prospectus. The private units will be sold in a private placement that will close simultaneouslywith the closing of this offering, including the over-allotment option, as applicable.

Thereis presently no public market for our units, ordinary shares, rights or warrants. We will apply to have our units listed on theNasdaq Capital Market, or Nasdaq, under the symbol “AFJKU” on or promptly after the date of this prospectus. We cannotguarantee that our securities will be approved for listing on Nasdaq. Once the securities comprising the units begin separate tradingas described in this prospectus, we expect the ordinary shares, rights and warrants will be traded on Nasdaq under the symbols “AFJK,”“AFJKR,” and “AFJKW,” respectively; provided that no fractional warrants will be issued and only whole warrantswill trade. We cannot assure you that our securities will be approved for listing and, if approved, will continue to be listed on Nasdaqafter this offering.

TABLEOF CONTENTS

SUMMARY

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

Allreferences in this prospectus to our shares being forfeited shall take effect as a surrender of shares for no consideration of such sharesas a matter of Cayman Islands law. All references in this prospectus to share dividends shall take effect as share capitalizations asa matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will notexercise their over-allotment option.

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

General

Weare a blank check company newly incorporated as a Cayman Islands exempted company on April27, 2023. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exemptedfrom complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemptionundertaking from the Cayman Islands government that, in accordance with section 6 of the Tax Concessions Act (2018 Revision) of the CaymanIslands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax tobe levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied onprofits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respectof our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or otherdistribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debentureor other obligation of us.

Wewere incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganizationor similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our effortsto identify a prospective target business will not be limited to a particular industry or geographic location. However, we shallnot undertake our initial business combination with a target business with its principal business operations in China (including HongKong and Macau). We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf),directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respectto such a transaction with our company.

CompetitiveAdvantage

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

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

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

InvestmentDirection

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

Opportunity& Acquisition Target Criteria

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

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

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

Thefocus of our management team will be to create shareholder value by leveraging its experience to efficiently guide an emerging healthcarecompany towards commercialization. Consistent with our strategy, we have identified the following general criteria and guidelines thatwe believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluatingprospective businesses, we may deviate from these criteria and guidelines should we see fit to do so:

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

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

InitialBusiness Combination

Wewill have until 12 months (or up to 18 months from the closing of this offering if we extend the period of time to consummate a businesscombination by the full amount of time, as described in more detail in this prospectus) from the closing of this offering to consummateour initial business combination. If we are unable to consummate our initial business combination within the time period described above,we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rataportion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approvalof our remaining shareholders and our board of directors, liquidate and dissolve, subject to our obligations under Cayman Islands lawto provide for claims of creditors and the requirements of other applicable law. In such event, the rights and the warrants will be worthless.

Nasdaqrules provide that our initial business combination must be with one or more target businesses that together have a fair market valueequal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned)at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independentlydetermine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment bankingfirm or another independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria. If lessthan 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market valuetest. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregatevalue of all of the target businesses.

Weanticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shareswill own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initialbusiness combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the targetbusiness in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only completesuch business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the targetor otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment companyunder the Investment Company Act of 1940, as amended, or the “Investment Company Act”. Even if the post-transaction companyowns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectivelyown a minority interest in the post-transaction 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, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interestin the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to ourinitial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transactioncompany, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assetstest. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregatevalue of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we wouldno longer be required to meet the foregoing 80% of net assets test.

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

Membersof our management team and our independent directors and their affiliates will directly or indirectly own ordinary shares and privateunits following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target businessis an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors mayhave a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any suchofficers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractualobligations to another entity, including other blank check companies similar to our company, pursuant to which such officer or directormay be required to present a business combination opportunity to such entity. Specifically, our executive officers are affiliated withour sponsor and other entities that make, or are looking to make, investments in companies. Accordingly, if any of our officers or directorsbecomes aware of a business combination opportunity which is suitable for an entity to which he or she has fiduciary or contractual obligations,he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity,and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractualobligations of our executive officers will materially affect our ability to complete our business combination. For additional informationregarding our executive officers’ and directors’ business affiliations and potential conflicts of interest, see “Management— Directors and Executive Officers” and “Management — Conflicts of Interest.” Our amended and restatedmemorandum and articles of association will provide that, subject to fiduciary duties under Cayman Islands law, we renounce our interestin any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely inhis or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted toundertake and would otherwise be reasonable for us to pursue.

Priorto the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act.

PrivatePlacements

Priorto this offering, we issued an aggregate of 50,000 ordinary shares of $1.00 par value each to Han Huang. On May 11, 2023, Han Huang transferredthose ordinary shares to our sponsor and on May 15, 2023 our sponsor resolved to sub-divide the ordinary shares of $1.00 par value eachinto ordinary shares of $0.0001 par value each and as such the sponsor held 500,000,000 ordinary shares of $0.0001 each. On May 15, 2023the directors resolved to repurchase 498,562,500 ordinary shares from the sponsor, the repurchase resulting in the sponsor holding 1,437,500ordinary shares. On May 25, 2023, 1.437,500 founder shares were issued to the sponsor (up to 187,500 of which are subject to forfeituredepending on the extent to which the underwriters’ over-allotment option is exercised) pursuant to a securities subscriptionagreement and the 1,437,500 ordinary shares previously held by the sponsor were repurchased by the Company. Subsequently, on May25, 2023, an aggregate of 152,000 founder shares were transferred to directors of the company. These 152,000 founder shares will notbe subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. Subject to certain limited exceptions,our initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummationof our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation,merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinaryshares for cash, securities or other property.

Oursponsor has agreed to purchase an aggregate of 325,000 units (or 355,000 units if the over-allotment option is exercised in full) ata price of $10.00 per unit for an aggregate purchase price of $3,250,000 (or $3,550,000 if the over-allotment option is exercised infull) in a private placement that will occur simultaneously with the closing of this offering. Subject to certain limited exceptions,our initial shareholders have agreed not to transfer, assign or sell any of the private units and underlying ordinary shares until afterthe completion of our initial business combination.

CorporateInformation

Weare an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the SecuritiesAct, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certainexemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in ourperiodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensationand shareholder 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 extendedtransition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In otherwords, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwiseapply to private companies. We intend to take advantage of the benefits of this extended transition period.

Wewill remain an “emerging growth company” for up to five years. However, if our non-convertible debt issued within a threeyear period or revenues exceeds $1.07 billion, or the market value of our shares that are held by non-affiliates exceeds $700 millionon the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the followingfiscal year.

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

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 of 1933, as amended, or the Securities Act. You will not be entitledto protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risksset forth in the section below entitled “Risk Factors” beginning on page 18 of this prospectus.

Summaryof Risk Factors

Aninvestment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described inthe section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adverselyaffect our business, financial condition and operating results. In that event, the trading price of our securities could decline, andyou could lose all or part of your investment. Such risks include, but are not limited to:

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 is presented.

RISKFACTORS

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

RisksRelating to Searching for and Consummating 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 May 8, 2023, we had $0 in cash and a working capital deficit of $69,063. Further, we have incurred and expect to continue to incursignificant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through this offeringare discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful. These factors,among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewherein this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability tocontinue as a going concern.

Therequirement that we complete our initial business combination within 12 months from the closing of this offering (or up to 18 monthsfrom the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, asdescribed in more detail in this prospectus) may give potential target businesses leverage over us in negotiating our initial businesscombination and may limit the amount of time we have to conduct due diligence on potential business combination targets as we approachour dissolution deadline, which could undermine our ability to consummate our initial business combination on terms that would producevalue for our shareholders.

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

Wemay not be able to consummate our initial business combination within the required time period, in which case we would cease all operationsexcept for the purpose of winding up and we would redeem our public shares and liquidate.

Wemust complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closingof this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in moredetail in this prospectus). We may not be able to find a suitable target business and consummate our initial business combination withinsuch time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatilityin the capital and debt markets and the other risks described herein. If we are unable to consummate our initial business combinationwithin the required time period, we will, as promptly as reasonably possible but not more than five business days thereafter, distributethe aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of interest to pay liquidationexpenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up ofour affairs, as further described herein. This redemption of public shareholders from the trust account shall be effected as requiredby function of our amended and restated memorandum and articles of association and prior to any voluntary winding up.

Ifwe are unable to consummate our initial business combination within 12 months of the closing of this offering (or up to 18 months fromthe closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as describedin more detail in this prospectus), our public shareholders may be forced to wait beyond such period of time before redemption from ourtrust account.

Ifwe are unable to consummate our initial business combination within 12 months from the closing of this offering (or up to 18 months fromthe closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as describedin more detail in this prospectus), we will, as promptly as reasonably possible but not more than five business days thereafter, distributethe aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of interest to pay liquidationexpenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up ofour affairs by way of a voluntary liquidation, as further described herein. Any redemption of public shareholders from the trust accountshall be effected as required by our amended and restated memorandum and articles of association prior to our commencing any voluntaryliquidation. If we are required to liquidate prior to distributing the aggregate amount then on deposit in the trust account (net oftaxes payable, and less up to $50,000 of interest to pay liquidation expenses) pro rata to our public shareholders, then such windingup, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forcedto wait beyond 12 months (or 18 months) before the redemption proceeds of our trust account become available to them, and they receivethe return of their pro rata portion of the proceeds from our trust account. Except as otherwise described herein, we have no obligationto return funds to investors prior to the date of any redemption required as a result of our failure to consummate our initial businesscombination within the period described above or our liquidation, unless we consummate our initial business combination prior theretoand only then in cases where investors have sought to redeem their ordinary shares. Only upon any such redemption of public shares aswe are required to effect or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initialbusiness combination.

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.

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

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, your only opportunity toaffect the investment decision regarding a potential business combination may be limited to exercising your redemption rights withinthe period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholdersin which we describe our initial business combination.

Ifwe seek shareholder approval of our business combination and we do not conduct redemptions pursuant to the tender offer rules, and ifyou or a “group” of shareholders are deemed to hold in excess of 20% of our ordinary shares, you will lose the ability toredeem all such shares in excess of 20% of our ordinary shares.

Ifwe seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combinationpursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder,individually or together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert oras a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respectto more than an aggregate of 20% of the shares sold in this offering. Your inability to redeem more than an aggregate of 20% of the sharessold in this offering will reduce your influence over our ability to consummate our initial business combination and you could suffera material loss on your investment in us if you sell such excess shares in open market transactions. As a result, you will continue tohold that number of shares exceeding 20% and, in order to dispose of such shares, you would be required to sell your shares in open markettransaction, potentially at a loss.

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

Uponclosing of this offering and the private placement, our initial shareholders will own 20% of our issued and outstanding ordinary shares(assuming our initial shareholders do not purchase any units in this offering and assuming no exercise of the underwriters’ over-allotmentoption and the forfeiture of 187,500 founder shares by our sponsor as a result thereof). Accordingly, they may exert a substantial influenceon actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restatedmemorandum and articles of association. If our initial shareholders purchase any units in this offering or if they purchase any additionalordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our sponsor nor,to our knowledge, any of our officers or directors, has any current intention to purchase additional securities. Factors that would beconsidered in making such additional purchases would include consideration of the current trading price of our ordinary shares. In addition,our board of directors, is and will be divided into three classes, each of which will generally serve for a term of three years withonly one class of directors being appointed in each year. It is unlikely that there will be an annual general meeting to appoint newdirectors prior to the consummation of our initial business combination, in which case all of the current directors will continue inoffice until at least the consummation of the business combination. If there is an annual general meeting, as a consequence of our “staggered”board of directors, only one-third of the board of directors will be considered for appointment and our initial shareholders, becauseof their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continueto exert control at least until the consummation of our initial business combination.

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

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

Theability of our public shareholders to exercise their redemption rights may not allow us to effectuate the most desirable business combinationor optimize our capital structure.

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

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) at thetime of the execution of a definitive agreement for our initial business combination may limit the type and number of companies thatwe 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 (less any deferred underwriting commissions and taxes payable on interestearned) at the time of the execution of a definitive agreement for our initial business combination. This restriction may limit the typeand number of companies that we may complete an initial business combination with. If we are unable to locate a target business or businessesthat satisfy this fair market value test, we may be forced to liquidate and you will only be entitled to receive your pro rata portionof the funds in the trust account.

Wemay be unable to consummate an initial business combination if a target business requires that we have a certain amount of cash at closing,in which case public shareholders may have to remain shareholders of our company and wait until our redemption of the public shares toreceive 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 initial business combination that we have a certain amount of cash availableat the time of closing. If the number of our public shareholders electing to exercise their redemption rights has the effect of reducingthe amount of money available to us to consummate an initial business combination below such minimum amount required by the target businessand we are not able to locate an alternative source of funding, we will not be able to consummate such initial business combination andwe may not be able to locate another suitable target within the applicable time period, if at all. In that case, public shareholdersmay have to remain shareholders of our company and wait the full 12 months (or up to 18 months from the closing of this offering if weextend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus)in order to be able to receive a portion of the trust account, or attempt to sell their shares in the open market prior to such time,in which case they may receive less than they would have in a liquidation of the trust account.

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

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

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

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

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

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

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

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

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

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

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

Ifwe seek shareholder approval of our business combination, our sponsor, directors, officers and their affiliates may elect to purchaseshares from public 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 or their affiliates may purchase shares in privately negotiatedtransactions or in the open market either prior to or following the consummation of our initial business combination, although they areunder no obligation to do so. Please see “Proposed Business — Permitted purchases of our securities” for a descriptionof how such persons will determine which shareholders to seek to acquire shares from. Such a purchase would include a contractual acknowledgementthat such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agreesnot to exercise its redemption rights. In the event that our sponsor, directors, officers or their affiliates purchase shares in privatelynegotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholderswould be required to revoke their prior elections to redeem their shares.

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 or their affiliatesmay make it difficult for us to maintain the listing of our ordinary shares on a national securities exchange following the consummationof an initial business combination.

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

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

Wemay pursue acquisition opportunities in any geographic region and in any business industry or sector. Except for the limitations thata target business have a fair market value of at least 80% of the value of the trust account (less any deferred underwriting commissionsand taxes payable on interest earned) and that we are not permitted to effectuate our initial business combination with another blankcheck company or similar company with nominal operations, we will have virtually unrestricted flexibility in identifying and selectinga prospective acquisition candidate. Because we have not yet identified or approached any specific target business with respect to ourinitial business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations,results of operations, cash flows, liquidity, financial condition or prospects. We shall not undertake our initial business combinationwith a target business with its principal business operations in China (including Hong Kong and Macau).

Tothe extent we consummate our initial business combination, we may be affected by numerous risks inherent in the business operations withwhich we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of salesor earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stageentity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may notproperly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore,some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks willadversely impact a target business. An investment in our units may not ultimately prove to be more favorable to investors than a directinvestment, if such opportunity were available, in an acquisition target.

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

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

Aprovision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

If:

then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Potential targets may seek a SPAC that does not have warrants that contain this provision, which may make it more difficult for us to consummate an initial business combination with a target business.

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

Wewill be issuing warrants to purchase 3,750,000 of our ordinary shares (or up to 4,312,500 ordinary shares if the underwriters’over-allotment option is exercised in full), as part of the units offered by this prospectus, and warrants underlying the private unitsto purchase 243,750 ordinary shares (or up to 266,250 ordinary shares if the underwriters’ over-allotment optionis exercised in full) in the private placement, in each case, at a price of $11.50 per share. Also, our units include 5,000,000 rights(5,750,000 rights if the underwriters exercise their over-allotment option) which convert on a 10 to 1 basis upon the consummation ofour Business Combination. As such, upon the consummation of our Business combination will convert into 500,000 ordinary shares(or 575,000 ordinary shares if the underwriters exercise their over-allotment option in this offering). In addition, our initial shareholders,officers and directors or their affiliates may, but are not obligated to, make certain loans to us, up to $1,500,000 of whichmay be converted upon consummation of our initial business combination into additional private units at a price of $10.00 per unit (which,for example, would result in the holders being issued private warrants to purchase an aggregate of 112,500 ordinary shares and privaterights entitling the holder to an aggregate of 15,000 ordinary shares upon the consummation of our initial business combination).To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number ofadditional ordinary shares upon exercise of our warrants and rights could make us a less attractive acquisition vehicle to a target business.Any such issuance will increase the number of issued and outstanding ordinary shares and reduce the value of the ordinary shares issuedto complete the business transaction. Therefore, our warrants and rights may make it more difficult to effectuate a business combinationor increase the cost of acquiring the target business.

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

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

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

Althoughwe have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstandingdebt, we may choose to incur substantial debt to complete initial business combination. Furthermore, we may issue a substantial numberof additional ordinary shares to complete our initial business combination or under an employee incentive plan upon or after consummationof our initial business combination. We and our officers and directors have agreed that we will not incur any indebtedness unless wehave obtained from the lender a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account.As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrenceof debt could have a variety of negative effects, including:

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

Thenet proceeds from this offering and the sale of the private units will provide us with approximately $51,700,000 (or approximately$59,350,000 if the underwriters’ over-allotment option is exercised in full) that we may use to complete our initial businesscombination (which includes up to approximately $500,000 (or up to $575,000 if the over-allotment option is exercised in full, for thepayment of deferred underwriting commissions).

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

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

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

Ifwe determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellersto agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may makeit more difficult for us, and delay our ability, to complete the initial business combination. With multiple business combinations, wecould 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.

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

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 $10.20 per share (whether or not the underwriters’ over-allotment option is exercised in full) or potentially less than$10.20 per share on our redemption, and our rights and warrants will expire worthless.

Wemay be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a targetbusiness, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initialbusiness combination, our public shareholders may only receive $10.20 per share (whether or not the underwriters’ over-allotmentoption is exercised in full) or potentially less than $10.20 per share on our redemption, and the rights and warrants will expire worthless.

Althoughwe believe that the net proceeds of this offering and the sale of the private units, together with interest earned on the trust account,will be sufficient to allow us to consummate our initial business combination, because we have not yet identified any prospective targetbusiness we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the saleof the private units, together with available interest from the trust account, prove to be insufficient, either because of the size ofour initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to repurchasefor cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination orthe terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seekadditional financing or to abandon the proposed business combination. Financing may not be available on acceptable terms, if at all.To the extent that additional financing proves to be unavailable when needed to consummate our initial business combination, we wouldbe compelled to either restructure the transaction or abandon that particular initial business combination and seek an alternative targetbusiness candidate. If we are unable to complete our initial business combination, our public shareholders may only receive $10.20 pershare (whether or not the underwriters’ over-allotment option is exercised in full) or potentially less than $10.20 per share onour redemption, and the rights and warrants will expire worthless. In addition, even if we do not need additional financing to consummateour initial business combination, we may require such financing to fund the operations or growth of the target business. The failureto secure additional financing could have a material adverse effect on the continued development or growth of the target business. Noneof our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial businesscombination.

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

TheUnited States federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financialsignificance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financialstatement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. Thesefinancial statements must be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the UnitedStates of America, or GAAP, or International Financial Reporting Standard as issued by the International Accounting Standards Board,or IFRS, and the historical financial statements must be audited in accordance with the standards of the Public Company Accounting OversightBoard (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquirebecause some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxyrules and consummate our initial business combination within our 18 month (or up to 24 month) time frame.

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

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

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

Inrecent years and especially in the last several months, the number of special purpose acquisition companies that have been formed hasincreased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial businesscombination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, aswell as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may requiremore time, more effort and more resources to identify a suitable target and to consummate an initial business combination.

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

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

Inrecent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. The premiumscharged for such policies have generally increased and the terms of such policies have generally become less favorable. There can beno assurance that these trends will not continue.

Theincreased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensivefor us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverageas a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorableterms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on thepost-business combination’s ability to attract and retain qualified officers and directors.

Inaddition, even after we were to complete an initial business combination, our directors and officers could still be subject to potentialliability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in orderto protect our directors and officers, the post-business combination entity will likely need to purchase additional insurance with respectto any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-businesscombination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorableto our investors.

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

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

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

OnFebruary 24, 2022, the Russian Federation launched an invasion of Ukraine that has had an immediate impact on the global economy resultingin higher energy prices and higher prices for certain raw materials and goods and services which in turn is contributing to higher inflationin the United States and other countries across the globe with significant disruption to financial markets and supply and distributionchains for certain raw materials and goods and services on an unprecedented scale. The impact of the sanctions has also included disruptionsto financial markets, an inability to complete financial or banking transactions, restrictions on travel and an inability to serviceexisting or new customers in a timely manner in the affected areas of Europe. The Russian invasion of Ukraine has continued to escalatewithout any resolution of the invasion foreseeable in the near future with the short and long-term impact on financial and business conditionsin Europe remaining highly uncertain.

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

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

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

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

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

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

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

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

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

RisksRelating to the Post-Business Combination Company

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

Thereis no limitation on the industry or business sector we may consider when contemplating our initial business combination. We may thereforebe presented with a business combination candidate in an industry unfamiliar to our management team, but determine that such candidateoffers 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.

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

Tothe extent we effect our initial business combination with a company or business that may be financially unstable or in its early stagesof development or growth, we may be affected by numerous risks inherent in such company or business. These risks include volatile revenuesor earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluatethe risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factorsand we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leaveus with no ability to control or reduce the chances that those risks will adversely impact a target business.

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 the rulesof Nasdaq, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attainshareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. Ifwe are unable to complete our initial business combination, our public shareholders may only receive $10.20 per share (whether or notthe underwriters’ over-allotment option is exercised in full) or potentially less than $10.20 per share on our redemption, andour rights and warrants will expire worthless.

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

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.

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

Ouroperations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe thatour success depends on the continued service of our officers and directors, at least until we have consummated our initial business combination.In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, willhave conflicts of interest in allocating management time among various business activities, including identifying potential businesscombinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the lifeof, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimentaleffect on us. Additionally, we do not intend to have any full time employees prior to the consummation of our initial business combination.

Therole of such persons in the target business, however, cannot presently be ascertained. Although some of such persons may remain withthe target business in senior management or advisory positions following our initial business combination, it is likely that some orall of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage afterour initial business combination, our assessment of these individuals may not prove to be correct. These individuals may be unfamiliarwith the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helpingthem become familiar with such requirements.

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

Whenevaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess thetarget business’ management may be limited due to a lack of time, resources or information. Our assessment of the capabilitiesof the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilitieswe suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company,the operations and profitability of the post-combination business may be negatively impacted.

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

Theofficers and directors of an acquisition candidate may resign upon consummation of our initial business combination. The loss of an acquisitiontarget’s key personnel could negatively impact the operations and profitability of our post-combination business.

Therole of an acquisition candidate’s key personnel upon the consummation of our initial business combination cannot be ascertainedat this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associatedwith the acquisition candidate following our initial business combination, it is possible that some members of the management team ofan acquisition candidate will not wish to remain in place.

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

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. Even though we may own a majority interest in the target, our shareholders priorto the business combination may collectively own a minority interest in the post business combination company, depending on valuationsascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue asubstantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target.In this case, we acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of newshares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding shares subsequentto such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person orgroup obtaining a larger share of the company’s stock, shares or other equity securities than we initially acquired. Accordingly,this may make it more likely that our management will not be able to maintain control of the target business.

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

Aninvestment in this offering may result in uncertain U.S. federal income tax consequences. For instance, because there are no authoritiesthat directly address instruments similar to the units we are issuing in this offering, the allocation an investor makes with respectto the purchase price of a unit between the ordinary share and the warrant included in each unit could be challenged by the IRS or courts.In addition, the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we are issuing in thisoffering is unclear under current law, and the adjustment to the number of ordinary shares for which the warrant may be exercised orto the exercise price of the warrant could give rise to dividend income to U.S. Holders (as defined in section titled “Taxation— United States Federal Income Tax Considerations”) without a corresponding payment of cash. Finally, it is unclear whetherthe redemption rights with respect to our ordinary shares suspend the running of a U.S. Holder’s holding period for purposes ofdetermining whether any gain or loss realized by such holder on the sale or exchange of ordinary shares is long-term capital gain orloss and for determining whether any dividend we pay would be considered “qualified dividend income” for U.S. federal incometax purposes. See the section titled “Taxation — United States Federal Income Tax Considerations” for a summaryof certain U.S. federal income tax considerations generally applicable to an investment in our securities. Prospective investors areurged to consult their tax advisors with respect to these and other tax considerations applicable to their specific circumstances whenpurchasing, owning or disposing of our securities.

Investorsmay suffer adverse tax consequences in connection with acquiring, owning and disposing of our ordinary shares and/or our warrants.

Thetax consequences in connection with acquiring, owning and disposing of our ordinary shares and/or our warrants may differ from the taxconsequences in connection with acquiring, owning and disposing of securities in other entities and may differ depending on an investor’sparticular circumstances including, without limitation, where investors are tax resident. Such tax consequences could be materially adverseto investors. Prospective investors are urged to consult their own tax advisors with respect to these and other tax consequences whenpurchasing, holding or disposing of our securities.

Wemay qualify as a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequencesto U.S. investors.

Ifwe are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (asdefined in the section of this prospectus captioned “Taxation — United States Federal Income Tax Considerations”)of our ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subjectto additional reporting requirements. Our actual PFIC status for our current taxable year may depend on whether we qualify for the PFICstart-up exception (see the section of this prospectus captioned “Taxation — United States Income Tax Considerations —U.S. Holders — Passive Foreign Investment Company Rules”). Depending on particular circumstances, the application ofthe start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any future taxable year.Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. If we determinewe are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”)may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualifiedelecting fund” election, but there can be no assurance that we will timely provide such required information, and such electionwould likely be unavailable with respect to our warrants.

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

Ourinitial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a resultof our business combination, our tax obligations may be more complex, burdensome and uncertain.

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

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

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

Inconnection with our initial business combination, we may relocate the home jurisdiction of our business or re-domicile or continue outof the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction would likely govern all of ourmaterial agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementationand interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could resultin a significant loss of business, business opportunities or capital. Any such reincorporation and the international nature of our businesswill likely subject us to foreign regulation.

Investorsmay have difficulty enforcing judgments against our management or our target business.

Afterthe consummation of a business combination, it is possible that substantially all or a significant portion of our assets may be locatedoutside of the United States and some of our officers and directors may reside outside of the United States. As a result, it may notbe possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officersor to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officersunder federal securities laws.

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

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

Ifwe effect our initial business combination with a company located outside of the United States, we would be subject to any special considerationsor risks associated with companies operating in the target business’ home jurisdiction, including any of the following:

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

Weare an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect serviceof process within the United States on our company or our directors or officers, or enforce judgments obtained in the United States courtsagainst our company or our directors or officers.

Ourcorporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common lawof the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciaryresponsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well asfrom English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from statutesor judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securitieslaws as compared to the United States. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivativeaction in a Federal court of the United States.

Wehave been advised by Ogier (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) torecognize or enforce against us judgments of courts of the United States obtained against us or our directors or officers predicatedupon the civil liability provisions of the securities laws of the United States or any state in the United States; and (ii) in originalactions brought in the Cayman Islands, to impose liabilities against us or our directors or officers predicated upon the civil liabilityprovisions of the securities laws of the United States or any state in the United States, so far as the liabilities imposed by thoseprovisions are penal in nature. Although there is currently no statutory enforcement in the Cayman Islands of judgments obtained in theUnited States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdictionwithout retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor anobligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforcedin the Cayman Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the CaymanIslands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competentjurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of thesame matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary tonatural justice or the public policy of the Cayman Islands. Furthermore it is uncertain that Cayman Islands courts would enforce: (1)judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of theU.S. federal securities laws; or (2) original actions brought against us or other persons predicated upon the Securities Act. Ogier hasinformed us that there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courtsunder civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal, punitive innature. A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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.

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.

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.

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

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

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.

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.

Exchangerate fluctuations and currency policies 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 and 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.

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

Foreignlaw could govern almost all of our material agreements. The target business may not be able to enforce any of its material agreementsor that remedies will be available outside of such foreign jurisdiction’s legal system. The system of laws and the enforcementof existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States.As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of businessand business opportunities.

Corporategovernance standards in foreign countries may not be as strict or developed as in the United States and such weakness may hide issuesand operational 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 to prevent improper business practices. Therefore, shareholders may not be treated impartially and equally as a result of poormanagement practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company,and cronyism. The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation and weaknessthat may precipitate or encourage financial crisis. In our evaluation of a business combination we will have to evaluate the corporategovernance of a target and the business environment, and in accordance with United States laws for reporting companies take steps toimplement practices that will cause compliance with all applicable rules and accounting practices. Notwithstanding these intended efforts,there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result in an adverse effecton our operations and financial results.

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

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

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

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

Mailaddressed to us may not reach us in a timely manner.

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

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

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

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

RisksRelating to our Management, Directors, and Initial Shareholders

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

Informationregarding performance by, or businesses associated with, our management team and their affiliates is presented for informational purposesonly. Past performance by our management team is not a guarantee either (i) that we will be able to identify a suitable candidate forour initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely onthe historical record of our management team’s performance as indicative of our future performance of an investment in the companyor the returns the company will, or is likely to, generate going forward.

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 our initial business combination and as a result, may cause themto have conflicts of interest in determining whether a particular business combination is the most advantageous.

Ourkey personnel may be able to remain with the company after the consummation of our initial business combination only if they are ableto negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneouslywith the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash paymentsand/or our securities for services they would render to us after the consummation of the business combination. The personal and financialinterests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciaryduties under the Companies Act. However, we believe the ability of such individuals to remain with us after the consummation of our initialbusiness combination will not be the determining factor in our decision as to whether or not we will proceed with any potential businesscombination. There is no certainty, however, that any of our key personnel will remain with us after the consummation of our initialbusiness combination. Our key personnel may not remain in senior management or advisory positions with us. The determination as to whetherany of our key personnel will remain with us will be made at the time of our initial business combination.

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 (less any deferred underwriting commissions and taxes payable on interestearned) at the time of the agreement to enter into such initial business combination, we will have virtually unrestricted flexibilityin identifying and selecting a prospective acquisition candidate. Investors will be relying on management’s ability to identifybusiness combinations, evaluate their merits, conduct or monitor diligence and conduct negotiations. Management’s flexibility inidentifying and selecting a prospective acquisition candidate, along with management’s financial interest in consummating our initialbusiness combination, may lead management to enter into an acquisition agreement that is not in the best interest of our shareholders.

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

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

Ourofficers also may become aware of business opportunities, which may be appropriate for presentation to us and the other entities to whichthey owe certain fiduciary duties or contractual obligations. Accordingly, they may have conflicts of interest in determining to whichentity a particular business opportunity should be presented. These conflicts may not be resolved in our favor or that a potential targetbusiness would not be presented to another entity prior to its presentation to us.

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

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

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

Wehave not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirectpecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party orhave an interest. In light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire oneor more businesses affiliated with our sponsor, officers and directors. Our directors also serve as officers and board members for otherentities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to consummate our initialbusiness combination with any entities with which they are affiliated, and there have been no discussions concerning a business combinationwith any such entity or entities. Despite our agreement to obtain an opinion from an independent investment banking firm or another independentfirm that commonly renders valuation opinions regarding the fairness to our company (or shareholders) from a financial point of viewof a target business affiliated with our officers, directors or existing holders, potential conflicts of interest still may exist and,as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent anyconflicts of interest. Our directors have a fiduciary duty to act in the best interests of our company, whether or not a conflict ofinterest may exist.

Sinceour Sponsor will lose their entire investment in us if our initial business combination is not consummated and our officers anddirectors have significant financial interests in us, a conflict of interest may arise in determining whether a particular acquisitiontarget is appropriate for our initial business combination.

OurSponsor agreed to purchase an aggregate of 1,437,500 founder shares for an aggregate purchase price of $25,000, or approximately$0.017 per share. Subsequently, on May 25, 2023, an aggregate of 152,000 founder shares were transferred to directors of the company.The founder shares will be worthless if we do not consummate an initial business combination. In addition, our initial shareholdershave committed to purchase an aggregate of 325,000 private units (or up to 355,000 private units if the underwriters’ over-allotmentoption is exercised in full) for an aggregate purchase price of $3,250,000 (or up to $3,550,000 if the underwriters’ over-allotmentoption is exercised in full) that will also be worthless if we do not consummate our initial business combination.

RisksRelating to our Securities

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 (i) 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 (ii) if they redeem theirshares in connection with an initial business combination that we consummate or (iii) if they redeem their shares in connection witha shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing ofour obligation to allow redemption rights or to redeem 100% of our public shares if we do not complete our initial business combinationwithin 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of timeto consummate a business combination by the full amount of time, as described in more detail in this prospectus) or (B) with respectto any other provision relating to shareholders’ rights or pre-business combination activity. In no other circumstances will ashareholder have any right or interest of any kind to the funds in the trust account. Accordingly, to liquidate your investment, youmay be forced to sell your securities, potentially at a loss.

Ifthird parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by shareholdersmay be less than $10.20.

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. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third partythat has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficialto us than any alternative. Making such a request of potential target businesses may make our acquisition proposal less attractive tothem and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businessesthat we might pursue. Our independent registered public accounting firm will not execute agreements with us waiving such claims to themonies held in the trust account, nor will the underwriters of this offering.

Evenif such entities execute such agreements with us, they may seek recourse against the monies held in the trust account. A court may notuphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priorityover those of our public shareholders. If we liquidate the trust account before the completion of a business combination, our sponsorhas agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businessesor claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us and whichhave not executed a waiver agreement. However, our sponsor may not be able to meet such obligation. Therefore, the per-share distributionfrom the trust account in such a situation may be less than $10.20 due to such claims.

Additionally,if we are forced to file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against uswhich is not dismissed, or if we otherwise enter compulsory or court supervised liquidation, the proceeds held in the trust account couldbe subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to theclaims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims depletethe trust account, we may not be able to return to our public shareholders at least $10.20 per share.

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 $10.20 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 indemnification obligationsrelated to a particular claim, our independent directors would determine on our behalf whether to take legal action against our sponsorto enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalfto enforce such indemnification obligations, it is possible that our independent directors in exercising their business judgment maychoose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligationson our behalf, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.20per share.

Thesecurities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the valueof the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.20 per share.

Theproceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or lessor in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, theyhave briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero inrecent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adoptsimilar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendmentsto our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata shareof the proceeds held in the trust account, plus any interest income, net of taxes paid or payable. Negative interest rates could reducethe value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.20per share.

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

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

OurSponsor will pay an aggregate of $25,000, or approximately $0.017 per founder share (assuming no exercise of the over-allotmentoption) and, accordingly, you will experience immediate and substantial dilution from the purchase of our ordinary shares.

Thedifference between the public offering price per share (allocating all of the unit purchase price to the ordinary shares and none tothe rights and warrants included in the unit) and the pro forma net tangible book value per ordinary share after this offering constitutesthe dilution to you and the other investors in this offering. Our initial shareholders acquired the founder shares at a nominal price,significantly contributing to this dilution. Upon closing of this offering, you and the other public shareholders will incur an immediateand substantial dilution of approximately 77.01% or $7.00 per share (the difference between the pro forma net tangible book value pershare of $2.09 and the initial offering price of $9.09 per ordinary share).

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

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

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

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 therights and warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customaryorganizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the stateof capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors consideredin determining the size of this offering, prices and terms of the units, including the ordinary shares, rights and warrants underlyingthe units, include:

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

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.

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

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

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

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

Thegrant of registration rights to our initial shareholders (including the holders of the Representative Shares) may make it more difficultto complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ordinaryshares.

Pursuantto an agreement to be entered into on the date of this prospectus, our initial shareholders and their permitted transferees and holdersof the Representative Shares can demand that we register for resale an aggregate of 1,250,000 (or 1,437,500 if the over-allotment isexercised in full) founder shares, 325,000 private units (or up to 355,000 private units if the underwriters’ over-allotment optionis exercised in full), the underlying private shares, rights and private warrants, the Representative Shares and up to 150,000units issuable upon conversion of working capital loans and the underlying shares and warrants. We will bear the cost of registeringthese securities. The registration and availability of such a significant number of securities for trading in the public market may havean adverse effect on the market price of our ordinary shares. In addition, the existence of the registration rights may make our initialbusiness combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equitystake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ordinaryshares that is expected when the securities owned by our initial shareholders or their respective permitted transferees are registered.

Holdersof rights and warrants will not participate in liquidating distributions if we are unable to complete an initial business combinationwithin the required time period.

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

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

Ifwe do not maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the public warrant atthe time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis” providedthat an exemption from registration is available. As a result, the number of ordinary shares that a holder will receive upon exerciseof its public warrants will be fewer than it would have been had such holder exercised its warrant for cash. Further, if an exemptionfrom registration is not available, holders would not be able to exercise their warrants on a cashless basis and would only be able toexercise their warrants for cash if a current and effective prospectus relating to the ordinary shares issuable upon exercise of thewarrants is available. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions andto maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the warrants until the expirationof the warrants. However, we cannot assure you that we will be able to do so. If we are unable to do so, the potential “upside”of the holder’s investment in our company may be reduced or the warrants may expire worthless. Notwithstanding the foregoing, theprivate warrants may be exercisable for unregistered ordinary shares for cash even if the prospectus relating to the ordinary sharesissuable upon exercise of the warrants is not current and effective.

Aninvestor will only be able to exercise a warrant 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.

Nopublic warrants will be exercisable for cash and we will not be obligated to issue ordinary shares unless the ordinary shares issuableupon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of theholder of the warrants. At the time that the warrants become exercisable, we expect to have our securities 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.

Ourmanagement’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receivefewer ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrantsfor cash.

Ifwe call our public warrants for redemption after the redemption criteria described elsewhere in this prospectus have been satisfied,our management will have the option to require any holder that wishes to exercise his warrant (including the private units and any otherwarrants held by our initial shareholders or their permitted transferees) to do so on a “cashless basis.” If our managementchooses to require holders to exercise their warrants on a cashless basis, the number of ordinary shares received by a holder upon exercisewill be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential“upside” of the holder’s investment in our company.

Wemay amend the terms of the rights warrants in a way that may be adverse to holders with the approval by the holders of a majority ofthe then outstanding rights or warrants, as applicable.

Ourrights will be issued in registered form under a rights agreement, and our warrants will be issued in registered form under a warrantagreement, each between Continental Stock Transfer & Trust Company, as rights or warrant agent, as applicable, and us. Each of therights agreement and warrant agreement provides that the terms of the rights or warrants, as applicable, may be amended without the consentof any holder to cure any ambiguity or correct any defective provision. Each of the rights agreement and warrant agreement requires theapproval by the holders of a majority of the then outstanding rights or warrants (including the private warrants), as applicable, inorder to make any change that adversely affects the interests of the registered holders of the rights or warrants, as applicable. Withrespect to any amendment to the terms of only the private warrants, the warrant agreement requires the approval of the registered holdersof a majority of the then outstanding private warrants.

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

Manyblank check companies have a provision in their charter, which prohibits the amendment of certain of its provisions, including those,which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’sshareholders. Typically, amendment of these provisions requires approval by between 90% and 100% of the company’s public shareholders.Our amended and restated memorandum and articles of association provides that, prior to the consummation of our initial business combination,its provisions related to pre-business combination activity and the rights and obligations attaching to the ordinary shares, may be amendedif approved by a special resolution approved by at least two thirds of our shareholders represented in person or by proxy and, beingentitled to vote thereon and who vote at a general meeting of the company for which notice specifying the intention to propose the resolutionas a special resolution has been given; or by a unanimous written resolution of all of the company’s shareholders. Prior to ourinitial business combination, if we seek to amend any provisions of our amended and restated memorandum and articles of association relatingto shareholders’ rights or pre-business combination activity, we will provide public shareholders with the opportunity to redeemtheir public shares in connection with any such vote on any proposed amendments to our amended and restated memorandum and articles ofassociation. Following the consummation of our initial business combination, the rights and obligations attaching to our ordinary sharesand other provisions of our amended and restated memorandum and articles of association may be amended if approved by a special resolutionapproved by at least two thirds of our shareholders represented in person or by proxy and, being entitled to vote thereon and who voteat a general meeting of the company for which notice specifying the intention to propose the resolution as a special resolution has beengiven; or by a unanimous written resolution of all of the company’s shareholders. Our initial shareholders, which will beneficiallyown approximately 20% of our ordinary shares upon the closing of this offering (assuming our initial shareholders do not purchase anyunits in this offering, no exercise of the underwriters’ over-allotment option and the forfeiture of 187,500 founder shares byour sponsor as a result thereof), will participate in any vote to amend our amended and restated memorandum and articles of associationand will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended andrestated memorandum and articles of association which govern our pre-business combination and the rights and obligations attaching tothe ordinary shares behavior more easily that many blank check companies, and this may increase our ability to consummate our initialbusiness combination with which you do not agree. However, we and our directors and officers have agreed not to propose any amendmentto our amended and restated memorandum and articles of association that would affect the substance and timing of our obligation to redeemthe public shares of any public shareholder without the consent of that holder

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

Wemay not call an annual general meeting until after we consummate our initial business combination. There is no requirement under theCompanies Act for us to hold annual or extraordinary general meetings to appoint directors. Accordingly, shareholders would not havethe right to attend such a meeting or appoint directors, unless the holders of not less than 10% in par value capital of our companyrequest such a meeting. As a result, it is unlikely that there will be an annual general meeting to appoint 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. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appointdirectors and to discuss company affairs with management.

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

Wewill have until 12 months from the closing of this offering to consummate an initial business combination. However, unlike other similarlystructured blank check companies, if we anticipate that we may not be able to consummate our initial business combination within 12 months,we may extend the period of time to consummate a business combination up to six times, each by an additional one month (for a total ofup to 18 months to complete a business combination). Pursuant to the terms of our amended and restated memorandum and articles of associationand the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus,in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees,upon five days advance notice prior to the applicable deadline, must deposit into the trust account $165,000, or up to $189,750 if theunderwriter’s over-allotment option is exercised in full ($0.033 per share in either case) on or prior to the date of the applicabledeadline, for each one month extension (or up to an aggregate of $990,000 (or $1,138,500 if the underwriter’s over-allotment optionis exercised in full), or approximately $0.20 per share if we extend for the full six months). You will not be able to vote on or redeemyour shares in connection with any such extension.

Eachof our rights agreement and warrant agreement will designate the courts of the State of New York or the United States District Courtfor the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiatedby holders of our rights and holders of our warrants, which could limit the ability of rights holders and warrant holders to obtain afavorable judicial forum for disputes with our company.

Eachof our rights agreement and warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against usarising out of or relating in any way to the rights agreement or the warrant agreement, as applicable, including under the SecuritiesAct, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern Districtof New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action,proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstandingthe foregoing, these provisions of the rights agreement and the warrant 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 rights or warrants, as applicable,shall be deemed to have notice of and to have consented to the forum provisions in our rights agreement or warrant agreement, as applicable.If any action, the subject matter of which is within the scope the forum provisions of the rights agreement or the warrant agreement,as applicable, is filed in a court other than a court of the State of New York or the United States District Court for the Southern Districtof New York (for purposes of this subsection, a “foreign action”) in the name of any holder of our rights or warrants, asapplicable, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located inthe State of New York or the United States District Court for the Southern District of New York in connection with any action broughtin any such court to enforce the forum provisions (for purposes of this subsection, an “enforcement action”), and (y) havingservice of process made upon such rights holder or warrant holder, as applicable, in any such enforcement action by service upon suchrights holder’s counsel or warrant holder’s counsel, as applicable, in the foreign action as agent for such rights holderor warrant holder, as applicable.

Thesechoice-of-forum provisions may limit the ability of rights holders and warrant holders to bring a claim in a judicial forum that suchholders find favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find thisprovision of our rights agreement or warrant agreement inapplicable or unenforceable with respect to one or more of the specified typesof actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materiallyand adversely affect our business, financial condition and results of operations and result in a diversion of the time and resourcesof our management and board of directors. We note, however, that there is uncertainty as to whether a court would enforce these provisionsand that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of theSecurities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability createdby the Securities Act or the rules and regulations thereunder.

GeneralRisk Factors

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

Weare a blank check company with no operating results, and we will not commence operations until obtaining funding through this offering.Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completingour initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospectivetarget business concerning our initial business combination and may be unable to complete our initial business combination. If we failto complete our initial business combination, we will never generate any operating revenues.

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

Sincethe net proceeds of this offering are intended to be used to complete our initial business combination with a target business that hasnot been identified, we may be deemed to be a “blank check” company under the United States securities laws. Accordingly,investors will not be afforded the benefits or protections of rules promulgated by the SEC to protect investors in blank check companies,such as Rule 419. Among other things, this means our units will be immediately tradable. Moreover, offerings subject to Rule 419 wouldprohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust accountwere released to us in connection with our consummation of an initial business combination. For a more detailed comparison of our offeringto offerings that comply with Rule 419, please see “Proposed Business — Comparison of This Offering to Those of Blank CheckCompanies Subject to Rule 419.”

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

Ifwe are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including restrictionson the nature of our investments and restrictions on the issuance of securities, each of which may make it difficult for us to completeour initial business combination. In addition, we may have imposed upon us burdensome requirements, including registration as an investmentcompany, adoption of a specific form of corporate structure and reporting, record keeping, voting, proxy and disclosure requirementsand other rules and regulations.

Ifwe were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additionalexpenses for which we have not allotted funds and may hinder our ability to consummate our initial business combination.

Changesin laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and resultsof operations.

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

Complianceobligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantialfinancial and management resources, and increase the time and costs of completing a business combination.

Section404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Reporton Form 10-K for the year ending December 31, 2024. Only in the event we are deemed to be a large accelerated filer or an acceleratedfiler will we be required to comply with the independent registered public accounting firm attestation requirement on our internal controlover financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independentregistered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blankcheck company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other publiccompanies because a target company with which we seek to complete our business combination may not be in compliance with the provisionsof the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity toachieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

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” within the meaning of the Securities Act, as modified by the JOBS Act, and we may 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, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, andexemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any goldenparachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important.We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier. We cannotpredict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find oursecurities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than theyotherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be morevolatile.

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, can adopt the new or revised standard at the time private companies adopt the newor revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growthcompany nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because ofthe potential differences in accountant standards used.

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

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

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Certainstatements contained in this prospectus, which reflect our current views with respect to future events and financial performance, andany other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purpose of thefederal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’sexpectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecastsor other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Thewords “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”“project,” “should,” “would” and similar expressions may identify forward-looking statements, butthe absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include,for example, statements about:

Theforward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developmentsand their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-lookingstatements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actualresults or performance to be materially different from those expressed or implied by these forward-looking statements.

Theserisks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Shouldone or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary inmaterial respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-lookingstatements, whether as a result of new information, future events or otherwise, except as may be required under applicable securitieslaws.

USEOF PROCEEDS

Weare offering 5,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together withthe funds we will receive from the sale of the private units (all of which will be deposited into the trust account) will be used asset forth in the following table.

Atotal of $51,000,000 (or $58,650,000 if the underwriters’ over-allotment option is exercised in full) of the net proceeds fromthis offering and the sale of the private units described in this prospectus (which includes up to approximately $500,000 (or up to $575,000if the over-allotment option is exercised in full, for the payment of deferred underwriting commissions) will be placed in a trust accountin the United States maintained by Continental Stock Transfer & Trust Company acting as trustee and will be held as cash or investedonly in U.S. government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certainconditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries. Except for all interest incomethat may be released to us to pay taxes, and up to $50,000 to pay dissolution expenses, none of the funds held in the trust account willbe released from the trust account until the earlier of: (1) the completion of our initial business combination within the required timeperiod; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the requiredtime period; and (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amendedand restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our publicshares if we do not complete our initial business combination within the required time period or (B) with respect to any other provisionrelating to shareholders’ rights or pre-business combination activity.

Thenet proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimatelycomplete our initial business combination. If our initial business combination is paid for using shares or debt securities, or not allof the funds released from the trust account are used for payment of the purchase price in connection with our business combination,we may apply the cash released from the trust account that is not applied to the purchase price for general corporate purposes, includingfor maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurredin consummating the initial business combination, to fund the purchase of other companies, the payment of a fee to the representativesupon consummation of our initial business combination for assisting us in connection with our initial business combination, as describedunder the section titled “Underwriting (Conflicts of Interest,” or for working capital. There is no limitation on our abilityto raise funds privately or through loans in connection with our initial business combination.

Webelieve that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This beliefis based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest,we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after wehave negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our initial business combination.However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our initial business combination is lessthan the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of whichis currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from our initialshareholders or our officers and directors or their affiliates, but such members of our management team are not under any obligationto advance funds to, or invest in, us.

Asof May 8, 2023, our sponsor advanced us, pursuant to a promissory note, a total of $69,063 to be used for a portion of the expenses ofthis offering. The loan is, at the discretion of the sponsor, due on the consummation of this offering or the abandonment of this offering.The promissory note will be payable without interest. The promissory note will be repaid out of the proceeds of this offering availableto us for payment of offering expenses.

Inaddition, in order to finance transaction costs in connection with an intended initial business combination, our initial shareholders,officers, directors or their affiliates may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required.If we consummate our initial business combination, we would repay such loaned amounts. In the event that the initial business combinationdoes not close, we may use a portion of the offering proceeds held outside the trust account to repay such loaned amounts but no proceedsfrom our trust account would be used to repay such loaned amounts.

Theterms and conditions of our initial business combination may have a minimum net worth or minimum cash requirement. If too many publicshareholders exercise their redemption rights so that we cannot any such net worth or cash requirements, we would not proceed with theredemption of our public shares or the business combination, and instead may search for an alternate business combination.

Apublic shareholder will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our consummation ofour initial business combination, and then only in connection with those ordinary shares that such shareholder properly elected to redeem,subject to the limitations described herein, (ii) the redemption of our public shares if we are unable to consummate our initial businesscombination within the required time period or (iii) the redemption of our public shares in connection with a shareholder vote to amendour amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemptionof the public shares or to redeem 100% of our public shares if we do not complete our initial business combination within the requiredtime period or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, subjectto applicable law. In no other circumstances will a public shareholder have any right or interest of any kind to or in the trust account.

Ourinitial shareholders have agreed to waive their redemption rights with respect to their founder shares and private units in connectionwith the consummation of our initial business combination. Our initial shareholders have also agreed to waive their redemption rightswith respect to any public shares purchased during or after the offering in connection with the consummation of our initial businesscombination. In addition, our initial shareholders have agreed to waive their rights to liquidating distributions with respect to itsfounder shares if we fail to consummate our initial business combination within the required time period. However, if our initial shareholdersacquire public shares in or after this offering, they will be entitled to receive liquidating distributions with respect to such publicshares if we fail to consummate our initial business combination within the required time period.

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. Under the laws of the Cayman Islands a Cayman Islands company may pay a dividend on its shares out of eitherprofit or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company wouldbe unable to pay its debts as they fall due in the ordinary course of business. The payment of cash dividends in the future will be dependentupon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination.Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connectiontherewith. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directorsat such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operationsand, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our boardof directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future, except ifwe increase the size of the offering pursuant to Rule 462(b) under the Securities Act, in which case we will effect a share dividendimmediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial shareholders at 20.0%of our issued and outstanding our ordinary shares upon the consummation of this offering (assuming the initial shareholders do not purchaseunits in this offering). Further, if we incur any indebtedness in connection with our initial business combination, our ability to declaredividends may be limited by restrictive covenants we may agree to in connection therewith.

Subjectto the provisions of the Companies Act and any rights attaching to any class or classes of shares under and in accordance with the Articles:

Subjectto the requirements of the Companies Act regarding the application of a company’s share premium account and with the sanction ofan ordinary resolution, dividends may also be declared and paid out of any share premium account. The directors when paying dividendsto shareholders may make such payment either in cash or in specie.

Unlessprovided by the rights attached to a share, no dividend shall bear interest.

Underthe laws of the Cayman Islands a Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account,provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as theyfall due in the ordinary course of business.

DILUTION

Thedifference between the public offering price per share, assuming no value is attributed to the warrants included in the units we areoffering by this prospectus and the private units, and the pro forma net tangible book value per share after this offering constitutesthe dilution to investors in this offering. Such calculation does not reflect any dilution associated with sale and exercise of warrants,including the private units. Net tangible book value per share is determined by dividing our net tangible book value, which is our totaltangible assets less total liabilities (including the value of ordinary shares which may be redeemed for cash), by the number of issuedand outstanding ordinary shares.

AtMay 8, 2023, our net tangible book value was $(69,063), or approximately $(0.05) per share. For the purposes of the dilution calculation,in order to present the maximum estimated dilution as a result of this offering, we have assumed (i) the issuance of 0.1 ordinary sharesfor each right included in the public units and Private Units, as such issuance will occur upon a business combination without the paymentof additional consideration and (ii) the number of ordinary shares included in the units offered hereby will be deemed to be 5,500,000(consisting of 5,000,000 ordinary shares included in the units we are offering by this prospectus and 500,000 ordinary shares for theoutstanding rights), and the price per ordinary share in this offering will be deemed to be $9.09. After giving effect to the sale of5,000,000 ordinary shares included in the units we are offering by this prospectus, and the deduction of underwriting discounts and estimatedexpenses of this offering, and the sale of the private units, our pro forma net tangible book value at May 8, 2023 would have been $4,519,454or $2.09 per share, representing an immediate increase in net tangible book value of $7.00 per share to the initial shareholdersand an immediate dilution of 77.01% per share or $7.00 to new investors not exercising their redemption rights. For purposes of presentation,our pro forma net tangible book value after this offering is $46,676,928 less than it otherwise would have been because if we effectour initial business combination, the redemption rights of the public shareholders (but not our initial shareholders) may result in theredemption of up to 5,000,000 shares sold in this offering.

Thefollowing table illustrates the dilution to our public shareholders on a per-share basis, assuming no value is attributed to the warrantsincluded in the units.

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

Thepro forma net tangible book value per unit after the offering (assuming that the underwriters’ over-allotment option is not exercised)is calculated as follows:

CAPITALIZATION

Thefollowing table sets forth our capitalization at May 8, 2023 and as adjusted to give effect to the sale of 5,000,000 units offered bythis prospectus and the sale of 325,000 private units, and the application of the estimated net proceeds derived from the sale of suchsecurities, assuming no exercise by the underwriters of their over-allotment option:

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

ANDRESULTS OF OPERATIONS

Overview

Weare a blank check company newly incorporated as aCayman Islands exempted company on April 27, 2023 for the purpose of entering into a merger, share exchange, asset acquisition,share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. Our effortsto identify a prospective target business will not be limited to a particular industry or geographic region. However we shall not undertakeour initial business combination with a target business with its principal business operations in China (including Hong Kong and Macau).We intend to utilize cash derived from the proceeds of this offering, our securities, debt or a combination of cash, securities and debt,in effecting a business combination.

Theissuance of additional shares in our initial business combination:

Similarly,if we issue debt securities or otherwise incur significant indebtedness, it could result in:

Asindicated in the accompanying financial statements, at May 8, 2023, we had $0 in cash and a working capital deficit of $69,063. Further,we expect to continue to incur significant costs in the pursuit of our acquisition plans. Our plans to raise capital or to consummateour initial business combination may not be successful. These factors among others raise substantial doubt about our ability to continueas a going concern.

Resultsof Operations and Known Trends or Future Events

Wehave neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizationalactivities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues untilafter completion of our initial business combination. We will generate non-operating income in the form of interest income on cash andcash equivalents after this offering. There has been no significant change in our financial or trading position and no material adversechange has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses asa result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligenceexpenses. We expect our expenses to increase substantially after the closing of this offering.

Liquidityand Capital Resources

Ourliquidity needs will be satisfied through receipt of $25,000 from the sale of the founder shares and an aggregate of up to $750,000 inloans available from our sponsor under an unsecured promissory note executed on May 1, 2023, and due at the earlier of (i) December31, 2023, (ii) the closing of this offering or (iii) the date on which we determine to not proceed with this offering.As of May 8, 2023, we have borrowed $69,063 under the promissory note with our sponsor. Further, we have incurred and expect to continueto incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this uncertainty throughthis offering are discussed above. We cannot assure you that our plans to raise capital or to consummate an initial business combinationwill be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

Weestimate that the net proceeds from (1) the sale of the units in this offering, after deducting offering expenses of approximately $550,000and underwriting discounts and commissions of $1,000,000 and (2) the sale of the private units for a purchase price of $3,250,000 (orup to $3,550,000 if the underwriters’ over-allotment option is exercised in full), will be $51,700,000 (or $59,350,000 if the over-allotmentoption is exercised in full), of which amount $51,000,000 (or $58,650,000 if the over-allotment is exercised in full) will be held inthe trust account (which includes up to approximately $500,000 (or up to $575,000 if the over-allotment option is exercised in full,for the payment of deferred underwriting commissions). The remaining estimated $700,000 will not be held in the trust account.

Weintend to use substantially all of the net proceeds of this offering and the sale of the private units, including the funds held in thetrust account (excluding deferred underwriting commissions) to acquire a target business or businesses and to pay our expenses relatingthereto. To the extent that our shares used in whole or in part as consideration to effect our initial business combination, the remainingproceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operationsof the target business or businesses. 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.Such funds could also be used to repay any operating expenses which we had incurred prior to the completion of our initial business combinationif the funds available to us outside of the trust account were insufficient to cover such expenses.

Webelieve that, upon consummation of this offering, the estimated $700,000 of net proceeds not held in the trust account, along with intereston the funds held in the trust account that is available to us, will be sufficient to allow us to operate for at least the next 12 months,assuming that a business combination is not consummated during that time. Over this time period, we will be using these funds for identifyingand evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to andfrom the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreementsof prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the businesscombination. We anticipate that we will incur approximately:

Ifour estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actualamount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligatedto redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issueadditional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws,we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initialbusiness combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Controlsand Procedures

Weare not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31,2024. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal controls.We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combinationand, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain aneffective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regardingthe adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination mayhave internal controls that need improvement in areas such as:

Becauseit will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessaryfor us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expensein meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosurecontrols. Doing so effectively also may take longer than we expect, thus increasing our exposure to financial fraud or erroneous financingreporting.

RelatedParty Transactions

Priorto this offering, our sponsor purchased an aggregate of 50,000 ordinary shares of $1.00 par value each to Han Huang. On May 11, 2023,Han Huang transferred those ordinary shares to our sponsor and on May 15, 2023 our sponsor resolved to sub-divide the ordinary sharesof $1.00 par value each into ordinary shares of $0.0001 par value each and as such the sponsor held 500,000,000 ordinary shares of $0.0001each. On May 15, 2023 the directors resolved to repurchase 498,562,500 ordinary shares from the sponsor, the repurchase resulting inthe sponsor holding 1,437,500 ordinary shares. On May 25, 2023, 1.437,500 founder shares were issued to the sponsor (up to 187,500of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) pursuantto a securities subscription agreement and the 1,437,500 ordinary shares previously held by the sponsor were repurchased by the Company.The number of founder shares issued was determined based on the expectation that such founder shares would represent 20.0% of theissued and outstanding shares upon completion of this offering. Prior to the initial investment in the company of $25,000 by our sponsor,we had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributedto us by the number of founder shares issued. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the SecuritiesAct, we will effect a share dividend or share contribution back to capital, as applicable, immediately prior to the consummation of theoffering in such amount as to maintain the ownership of our initial shareholders prior to this offering at 20.0% of our issued and outstandingordinary shares upon the consummation of this offering (without giving effect to any purchases by our initial shareholders in the offering).Subsequently, on May 25, 2023, an aggregate of 152,000 founder shares were transferred to directors of the company. These 152,000 foundershares will not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised.

Asof May 8, 2023, Aimei investment Ltd, our sponsor, advanced an aggregate of $69,063 to us on a non-interest bearing basis for the paymentof offering expenses on our behalf. The loan is, at the discretion of the sponsor, due on the consummation of this offering or the abandonmentof this offering. The promissory note will be payable without interest. The promissory note will be repaid out of the proceeds of thisoffering available to us for payment of offering expenses.

Ourinitial shareholders have committed to purchase from us an aggregate of 325,000 private units (or up to 355,000 private units if theunderwriters’ over-allotment option is exercised in full) at $10.00 per unit. Such purchases will take place on a private placementbasis simultaneously with the consummation of this offering. All of the proceeds we receive from the purchase of the private units willbe placed in the trust account described below.

Wedo not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operatingour business. However, in order to finance transaction costs in connection with an intended initial business combination, our initialshareholders, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. Such loans wouldbe evidenced by promissory notes. In the event that we are unable to consummate an initial business combination, we may use a portionof the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be usedfor such repayment. If we consummate an initial business combination, the notes would either be paid upon consummation of our initialbusiness combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon consummationof our business combination into additional private units at a price of $10.00 per unit (which, for example, would result in the holdersbeing issued 50,000 units if the full amount of notes were issued and converted).

Inconnection with this transaction, we have agreed to issue 50,000 ordinary shares as Representative Shares (or 57,500 RepresentativeShares if the underwriters exercise their over-allotment option in full) to the underwriters. The holders of the representative shareshave agreed (A) to vote the representative shares in favor of any proposed business combination, (B) not to convert representative sharesin connection with a shareholder vote to approve a proposed initial business combination or sell the representative shares to us in atender offer in connection with a proposed initial business combination and (C) that the representative shares will not participate inany liquidating distributions from our trust account upon winding up if a business combination is not consummated. The holders of the Representative Shares will have registration rights as described elsewhere in this prospectus.

Ouraudit committee will review and approve all reimbursements and payments made to our sponsor or member of our management team, or ouror their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approvedby our Board of Directors, with any interested director abstaining from such review and approval.

Quantitativeand Qualitative Disclosures about Market Risk

Theamounts in the trust account will be invested in United States government treasury bills, bonds or notes having a maturity of 185 daysor less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act andthat invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated materialexposure to interest rate risk.

Off-BalanceSheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

Asof the date of this prospectus, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-Kand did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus aswe have conducted no operations to date.

JOBSAct

OnApril 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirementsfor qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed tocomply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We areelecting to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accountingstandards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financialstatements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effectivedates.

Additionally,we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subjectto certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptionswe may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation reporton our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosurethat may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’sreport providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclosecertain executive compensation related items such as the correlation between executive compensation and performance and comparisons ofthe CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completionof this offering or until we are no longer an “emerging growth company,” whichever is earlier.

PROPOSEDBUSINESS

General

Weare a blank check company newly incorporated as a Cayman Islands exempted company on April27, 2023. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exemptedfrom complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemptionundertaking from the Cayman Islands government that, in accordance with section 6 of the Tax Concessions Act (2018 Revision) of the CaymanIslands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax tobe levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied onprofits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respectof our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or otherdistribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debentureor other obligation of us.

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

CompetitiveAdvantage

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

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

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

InvestmentDirection

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

Marketand Industry

Accordingto the HIMSS Future of Healthcare Report, 80% of healthcare providers plan to increase investment in technology and digital solutionsover the next five years. In addition, 47% cited digital as a top organizational priority and 58% plan to invest more than $10 millionin digital health programs by 2026.

Areport released by MedTech Europe disclosed that the European medical technology market was estimated at approximately €150 billionin 2021. In terms of growth, the in vitro diagnostics (IVD) market has been boosted in recent years by the COVID-19 pandemic, reachinga growth rate of 25% in 2020. The top five biggest medtech markets are Germany, France, the United Kingdom, Italy, and Spain. Medicaltechnology offers solutions for many disease areas. From a worldwide perspective, IVD is the largest sector, followed by cardiology anddiagnostic imaging. Based upon manufacturer prices, the European medical device market is estimated to make up approximately 27.3% ofthe world market. It is the second-largest medical device market after the United States (43.5%).

Thepharmaceutical industry has experienced significant growth during the past two decades, and pharma revenues worldwide totaled 1.42 trillionU.S. dollars in 2021. 3 In 2022, the United States was still the largest single pharmaceutical market, generating more than 600 billionU.S. dollars of revenue. Europe was responsible for generating around 213 billion U.S. dollars. These two markets, together with Japan,Canada and Australia, form the so-called established (or developed) markets.

Overthe past decade, Asia has grown exponentially, driving growth, innovation, and future development. While the United States still accountsfor approximately half of novel pipeline assets, Asia is closing ranks. Asia’s pharma industry typically entails not only innovativeportfolios and pipelines, but also creative market access approaches, effective stakeholder engagements, and innovative business modelsand go-to-market strategies.

Opportunity& Acquisition Target Criteria

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

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

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

Thefocus of our management team will be to create shareholder value by leveraging its experience to efficiently guide an emerging healthcarecompany towards commercialization. Consistent with our strategy, we have identified the following general criteria and guidelines thatwe believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluatingprospective businesses, we may deviate from these criteria and guidelines should we see fit to do so:

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

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

InitialBusiness Combination

Wewill have until 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the periodof time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) to consummateour initial business combination. If we are unable to consummate our initial business combination within the applicable time period,we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rataportion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approvalof our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under CaymanIslands law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights and warrants willbe worthless.

Nasdaqrules provide that our initial business combination must be with one or more target businesses that together have a fair market valueequal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned)at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independentlydetermine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment bankingfirm or another independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria. If lessthan 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market valuetest. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregatevalue of all of the target businesses. If our securities are not listed on Nasdaq after this offering, we would not be required to satisfythe 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on Nasdaq at the time ofour initial business combination.

Weanticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shareswill own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initialbusiness combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the targetbusiness in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only completesuch business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the targetor otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment companyunder the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target,our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, dependingon valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in whichwe issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities ofa target. In this case, we would acquire a 100% controlling interest in the target.

However,as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combinationcould own less than a majority of our issued and outstanding shares subsequent to our initial business combination.

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

Membersof our management team and our independent directors and their affiliates will directly or indirectly own ordinary shares and privaterights and private warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particulartarget business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers anddirectors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignationof any such officers and directors was included by a target business as a condition to any agreement with respect to our initial businesscombination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciaryor contractual obligations to another entity, including other blank check companies similar to our company, pursuant to which such officeror director may be required to present a business combination opportunity to such entity. Specifically, our executive officers are affiliatedwith our sponsor and other entities that make, or are looking to make, investments in companies. Accordingly, if any of our officersor directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has fiduciary orcontractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunityto such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary dutiesor contractual obligations of our executive officers will materially affect our ability to complete our business combination. For additionalinformation regarding our executive officers’ and directors’ business affiliations and potential conflicts of interest, see“Management — Directors and Executive Officers” and “Management — Conflicts of Interest.” Our amendedand restated memorandum and articles of association provides that, subject to fiduciary duties under Cayman Islands law, we renounceour interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such personsolely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permittedto undertake and would otherwise be reasonable for us to pursue.

OurCompetitive Advantages

Statusas a Publicly Listed Company

Webelieve our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listedcompany, we will offer a target business an alternative to the traditional initial public offering. We believe that target businesseswill favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the traditional initialpublic offering. During an initial public offering, there are typically expenses incurred in marketing, which would be costlier thana business combination with us. Furthermore, once a proposed business combination is approved by our shareholders (if applicable) andthe transaction is consummated, the target business will have effectively become public, whereas an initial public offering is alwayssubject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offeringfrom occurring. Once public, we believe the target business would have greater access to capital and additional means of creating managementincentives that are better aligned with shareholders’ interests than it would as a private company. A target business can offerfurther benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented managementstaffs.

StrongFinancial Position and Flexibility

Witha trust account initially in the amount of $50,000,000 (or $57,500,000 if the over-allotment option is exercised in full) (which includesup to approximately $500,000 (or up to $575,000 if the over-allotment option is exercised in full), for the payment of deferred underwritingcommissions), we can offer a target business a variety of options to facilitate a business combination and fund future expansion andgrowth of its business. This amount assumes no redemptions. Because we are able to consummate a business combination using the cash proceedsfrom this offering, our share capital, debt or a combination of the foregoing, we have the flexibility to use an efficient structureallowing us to tailor the consideration to be paid to the target business to address the needs of the parties. However, if a businesscombination requires us to use substantially all of our cash to pay for the purchase price, we may need to arrange third party financingto help fund our business combination. Since we have no specific business combination under consideration, we have not taken any stepsto secure third party financing. Accordingly, our flexibility in structuring a business combination may be subject to these constraints.

Effectingour initial business combination

General

Weare not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. Weintend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of theprivate units, our shares, new debt, or a combination of these, as the consideration to be paid in our initial business combination.We may seek to consummate our initial business combination with a company or business that may be financially unstable or in its earlystages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses, although wewill not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominaloperations.

Ifour initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust accountare used for payment of the purchase price in connection with our business combination or used for redemptions of purchases of our ordinaryshares, we may apply the cash released to us from the trust account that is not applied to the purchase price for general corporate purposes,including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtednessincurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.

Wehave not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly,to identify any acquisition target. From the date of our formation through the date of this prospectus, there have been no communicationsor discussions between any of our officers, directors or our sponsor and any of their contacts or relationships regarding a potentialinitial business combination with our company. Subject to the requirement that our initial business combination must be with one or moretarget businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (less any deferredunderwriting commissions and taxes payable on interest earned) at the time of the agreement to enter into such initial business combination,we have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. Accordingly, thereis no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we mayultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target businesswith which we may combine, this assessment may not result in our identifying all risks that a target business may encounter. Furthermore,some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks willadversely impact a target business.

Wemay seek to raise additional funds through a private offering of debt or equity securities in connection with the consummation of ourinitial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather thanusing the amounts held in the trust account. Subject to compliance with applicable securities laws, we would consummate such financingonly simultaneously with the consummation of our business combination. In the case of an initial business combination funded with assetsother than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclosethe terms of the financing and, only if required by law or the rules of Nasdaq, we would seek shareholder approval of such financing.There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination.At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional fundsthrough the sale of securities or otherwise.

Sourcesof Target Businesses

Weanticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls ormailings that will not commence until after the completion of this offering. These sources may also introduce us to target businessesthey think we may be interested in on an unsolicited basis, since many of these sources will have read this prospectus and know whattypes of businesses we are targeting.

Ourofficers and directors, as well as their respective affiliates, may also bring to our attention target business candidates that theybecome aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well asattending trade shows or conventions. While we do not presently anticipate engaging the services of professional firms or other individualsthat specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in whichevent we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation basedon the terms of the transaction. In no event, however, will any of our existing officers, directors or initial shareholders, or any entitywith which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services theyrender in order to effectuate, the consummation of a business combination (regardless of the type of transaction). Some of our officersand directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination.The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial businesscombination candidate.

Weare not prohibited from pursuing an initial business combination with a company that is affiliated with our initial shareholders, officersor directors. In the event we seek to complete our initial business combination with a target that is affiliated with our initial shareholders,officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firmor another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company (orshareholders) from a financial point of view.

Selectionof a Target Business and Structuring of a Business Combination

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 (less any deferred underwriting commissions and taxes payable on interestearned) at the time of the agreement to enter into such initial business combination, our management will have virtually unrestrictedflexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate ourinitial business combination with another blank check company or a similar company with nominal operations. In any case, we will onlyconsummate an initial business combination in which we become the majority shareholder of the target (or control the target through contractualarrangements in limited circumstances for regulatory compliance purposes as discussed below) or are otherwise not required to registeras an investment company under the Investment Company Act. There is no basis for investors in this offering to evaluate the possiblemerits or risks of any target business with which we may ultimately complete our initial business combination. To the extent we effectour initial business combination with a company or business that may be financially unstable or in its early stages of development orgrowth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluatethe risks inherent in a particular target business, we may not properly ascertain or assess all significant risk factors.

Inevaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made availableto us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, althoughwe have no current intention to engage any such third parties.

Thetime and costs required to select and evaluate a target business and to structure and complete the business combination cannot presentlybe ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective targetbusiness with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital availableto otherwise complete a business combination.

Fairmarket value of target business or businesses

Nasdaqrules provide that our initial business combination must be with one or more target businesses that together have a fair market valueequal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned)at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independentlydetermine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment bankingfirm or another independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria. If our securitiesare not listed on Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfythe 80% requirement even if our securities are not listed on Nasdaq at the time of our initial business combination.

Weanticipate structuring our initial business combination to acquire 100% of the equity interest or assets of the target business or businesses.We may, however, structure our initial business combination to acquire less than 100% of such interests or assets of the target business,but we will only consummate such business combination if we will become the majority shareholder of the target (or control the targetthrough contractual arrangements in limited circumstances for regulatory compliance purposes) or are otherwise not required to registeras an “investment company” under the Investment Company Act. Even though we will own a majority interest in the target, ourshareholders prior to the business combination may collectively own a minority interest in the post business combination company, dependingon valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in whichwe issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities ofa target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantialnumber of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issuedand outstanding shares subsequent to our initial business combination.

Thefair market value of a target business or businesses or assets will be determined by our board of directors based upon standards generallyaccepted by the financial community, such as actual and potential gross margins, the values of comparable businesses, earnings and cashflow, book value and, where appropriate, upon the advice of appraisers or other professional consultants. If our board of directors isnot able to independently determine that the target business or assets has a sufficient fair market value to meet the threshold criterion,we will obtain an opinion from an unaffiliated, independent investment banking firm or an independent accounting firm with respect tothe satisfaction of such criterion. Notwithstanding the foregoing, unless we consummate a business combination with an affiliated entity,we are not required to obtain an opinion from an independent investment banking firm or an independent accounting firm that the pricewe are paying is fair to our shareholders.

Lackof business diversification

Foran indefinite period of time after consummation of our initial business combination, the prospects for our success may depend entirelyon the future performance of a single business. Unlike other entities that have the resources to complete business combinations withmultiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigatethe risks of being in a single line of business. By consummating our initial business combination with only a single entity, our lackof diversification may:

Limitedability to evaluate the target’s management team

Althoughwe intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initialbusiness combination with that business, our assessment of the target business’ management may not prove to be correct. The futurerole of members of our management team, if any, in the target business cannot presently be stated with any certainty. Consequently, membersof our management team may not become a part of the target’s management team, and the future management may not have the necessaryskills, qualifications or abilities to manage a public company. Further, it is also not certain whether one or more of our directorswill remain associated in some capacity with us following our initial business combination. Moreover, members of our management teammay not have significant experience or knowledge relating to the operations of the particular target business. Our key personnel maynot remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnelwill remain with the combined company will be made at the time of our initial business combination.

Followingour initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.We may not have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge orexperience necessary to enhance the incumbent management.

Shareholdersmay not have the ability to approve our initial business combination

Inconnection with any proposed business combination, we will either (1) seek shareholder approval of our initial business combination ata general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote foror against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount on deposit in thetrust account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tenderoffer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount on depositin the trust account (net of taxes payable), in each case calculated as of two business days prior to the consummation of the businesscombination and subject to the limitations described herein. If we determine to engage in a tender offer, such tender offer will be structuredso that each shareholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decisionas to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares tous in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of thetransaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Unlike other blank checkcompanies which require shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations andrelated redemptions of public shares for cash upon consummation of such initial business combination even when a vote is not requiredby law, we will have the flexibility to avoid such shareholder vote and allow our shareholders to sell their shares pursuant to Rule13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents withthe SEC which will contain substantially the same financial and other information about the initial business combination as is requiredunder the SEC’s proxy rules. If we seek shareholder approval of our initial business combination, we will consummate our initialbusiness combination only if we obtain affirmative vote of a majority of the shareholders who attend and vote at a general meeting ofthe company.

Ifwe seek to consummate an initial business combination with a target business that imposes any type of working capital closing conditionor requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination,we may be forced to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may notbe able to consummate such initial business combination and we may not be able to locate another suitable target within the applicabletime period, if at all. Public shareholders may therefore have to wait 12 months from the closing of this offering (or up to 18 monthsfrom the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, asdescribed in more detail in this prospectus) in order to be able to receive a pro rata share of the trust account.

Ourinitial shareholders and our officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposedbusiness combination, (2) not to redeem any ordinary shares in connection with a shareholder vote to approve a proposed initial businesscombination and (3) not sell any ordinary shares in any tender in connection with a proposed initial business combination.

Noneof our officers, directors, initial shareholders or their affiliates has indicated any intention to purchase units or ordinary sharesin this offering or from persons in the open market or in private transactions. However, if we hold a general meeting to approve a proposedbusiness combination and a significant number of shareholders vote, or indicate an intention to vote, against such proposed businesscombination or to redeem their shares, our officers, directors, initial shareholders or their affiliates could make such purchases inthe open market or in private transactions in order to influence the vote or increase the likelihood of satisfying the necessary closingconditions to such transaction. Notwithstanding the foregoing, our officers, directors, initial shareholders and their affiliates willnot make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rulesdesigned to stop potential manipulation of a company’s stock, shares or other equity securities.

Redemptionrights for public shareholders upon consummation of our initial business combination

Wewill provide our public shareholders with the opportunity to redeem all or a portion their shares upon the consummation of our initialbusiness combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, includinginterest (net of taxes payable), divided by the number of the then issued and outstanding public shares, subject to the limitations describedherein. The amount in the trust account is initially anticipated to be $10.20 per share, whether or not the underwriters’ over-allotmentoption is exercised in full. The per-share amount we will distribute to investors who properly redeem their shares will not be reducedby the deferred underwriting commissions we will pay to the underwriters. Our initial shareholders have agreed to waive their right toreceive liquidating distributions if we fail to consummate our initial business combination within the requisite time period. However,if our initial shareholders or any of our officers, directors or affiliates acquires public shares in or after this offering, they willbe entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combinationwithin the required time period.

Mannerof Conducting Redemptions

Atany general meeting called to approve an initial business combination, public shareholders may seek to redeem their shares, regardlessof whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregateamount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, lessany taxes then due but not yet paid. Alternatively, we may provide our public shareholders with the opportunity to sell their ordinaryshares to us through a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share ofthe aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid.

Notwithstandingthe foregoing, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a“group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respectto 20% or more of the shares sold in this offering. Such a public shareholder would still be entitled to vote against a proposed businesscombination with respect to all shares owned by him or his affiliates. We believe this restriction will prevent shareholders from accumulatinglarge blocks of shares before the vote held to approve a proposed business combination and attempt to use the redemption right as a meansto force us or our management to purchase their shares at a significant premium to the then current market price. By limiting a shareholder’sability to redeem no more than 20% of the shares sold in this offering, we believe we have limited the ability of a small group of shareholdersto unreasonably attempt to block a transaction which is favored by our other public shareholders.

Ourinitial shareholders, officers and directors will not have redemption rights with respect to any ordinary shares owned by them, directlyor indirectly, whether acquired prior to this offering or purchased by them in this offering or in the aftermarket.

Wemay require public shareholders, whether they are a record holder or hold their shares in “street name,” to either (i) tendertheir certificates (if any) to our transfer agent or (ii) deliver their shares to the transfer agent electronically using DepositoryTrust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case prior to a date set forthin the proxy materials sent in connection with the proposal to approve the business combination.

Thereis a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering them throughthe DWAC System. The transfer agent will typically charge the tendering broker a nominal amount and it would be up to the broker whetheror not to pass this cost on to the holder. However, this fee would be incurred regardless of whether or not we require holders seekingto exercise redemption rights to deliver their shares prior to a specified date. The need to deliver shares is a requirement of exercisingredemption rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders seekingto exercise redemption rights to deliver their shares prior to the consummation of the proposed business combination and the proposedbusiness combination is not consummated this may result in an increased cost to shareholders.

Anyproxy solicitation materials we furnish to shareholders in connection with a vote for any proposed business combination will indicatewhether we are requiring shareholders to satisfy such certification and delivery requirements. Accordingly, a shareholder would havefrom the time the shareholder received our proxy statement up until the vote on the proposal to approve the business combination to deliverhis shares if he wishes to seek to exercise his redemption rights. This time period varies depending on the specific facts of each transaction.However, as the delivery process can be accomplished by the shareholder, whether or not he is a record holder or his shares are heldin “street name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of hisshares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure you of thisfact. Please see the risk factor titled “In connection with any general meeting called to approve a proposed initial business combination,we may require shareholders who wish to redeem their shares in connection with a proposed business combination to comply with specificrequirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercisingtheir rights” for further information on the risks of failing to comply with these requirements.

Anyrequest to redeem such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or the expirationof the tender offer. Furthermore, if a holder of public shares delivered his certificate in connection with an election of their redemptionand subsequently decides prior to the applicable date not to elect to exercise such rights, he may simply request that the transfer agentreturn the certificate (physically or electronically).

Ifthe initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise theirredemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account as of two businessdays prior to the consummation of the initial business combination. In such case, we will promptly return any shares delivered by publicholders.

Permittedpurchases of our securities by our affiliates

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 initial shareholders, directors, officers or their affiliates may purchase shares in privatelynegotiated transactions or in the open market either prior to or following the consummation of our initial business combination. Sucha purchase would include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longerthe beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial shareholders,directors, officers or their affiliates purchase shares in privately negotiated transactions from public shareholders who have alreadyelected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem theirshares. Although very unlikely, our initial shareholders, officers, directors and their affiliates could purchase sufficient shares sothat the initial business combination may be approved without the majority vote of public shares held by non-affiliates.

Thepurpose of such purchases would be to (1) increase the likelihood of obtaining shareholder approval of the business combination or (2)to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cashat the closing of the business combination, where it appears that such requirement would otherwise not be met. This may result in theconsummation of an initial business combination that may not otherwise have been possible.

Asa consequence of any such purchases, the public “float” of our ordinary shares may be reduced and the number of beneficialholders of our securities may be reduced, which may make it difficult to maintain the listing or trading of our securities on a nationalsecurities exchange following consummation of a business combination.

Redemptionof public shares and liquidation if no initial business combination

Wewill have until 12 months from the closing of this offering to consummate an initial business combination. However, if we anticipatethat we may not be able to consummate our initial business combination within 12 months, we may extend the period of time to consummatea business combination up to six times, each by an additional one month (for a total of up to 18 months to complete a business combination).Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into betweenus and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us toconsummate our initial business combination, our sponsor or its affiliates or designees, upon five days advance notice prior to theapplicable deadline, must deposit into the trust account $165,000, or up to $189,750 if the underwriters’ over-allotment optionis exercised in full ($0.033 per share in either case) on or prior to the date of the applicable deadline, for each one month extension(or up to an aggregate of $990,000 (or $1,138,500 if the underwriters’ over-allotment option is exercised in full), or approximately$0.20 per share if we extend for the full six months). Any such payments would be made in the form of a loan. Any such loans will benon-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination,we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination,we will not repay such loans. Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to whichour sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that wedo not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extendthe time for us to complete our initial business combination. You will not be able to vote on or redeem your shares in connection withany such extension.

Ifwe are unable to consummate our initial business combination within the allotted time period, we will, as promptly as reasonably possiblebut not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (net of taxes payable,and less up to $50,000 of interest to pay liquidation expenses), pro rata to our public shareholders by way of redemption and cease alloperations except for the purposes of winding up of our affairs. This redemption of public shareholders from the trust account shallbe effected as required by function of our amended and restated memorandum and articles of association and prior to any voluntary windingup, although at all times subject to the Companies Act.

Ourinitial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initialbusiness combination within the applicable period from the closing of this offering. However, if our initial shareholders, or any ofour officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to redemption rights withrespect to such public shares if we fail to consummate our initial business combination within the required time period. There will beno redemption rights or liquidating distributions with respect to our rights and warrants, which will expire worthless in the event wedo not consummate our initial business combination within the allotted time period.

Ifwe were to expend all of the net proceeds of this offering, other than the proceeds deposited in the trust account, and without takinginto account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolutionwould be approximately $10.20 (whether or not the underwriters’ over-allotment option is exercised in full). The per-share amountwe will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we willpay to the underwriters. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors, whichwould have higher priority than the claims of our public shareholders. The actual per-share redemption amount received by shareholdersmay be less than $10.20, plus interest (net of any taxes payable, and less up to $50,000 of interest to pay liquidation expenses).

Althoughwe will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business executeagreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefitof our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements thatthey would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach offiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in orderto gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refusesto execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternativesavailable to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that suchthird party’s engagement would be significantly more beneficial to us than any alternative. Making such a request of potentialtarget businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse toexecute such a waiver, it may limit the field of potential target businesses that we might pursue. Our independent registered publicaccounting firm will not execute agreements with us waiving such claims to the monies held in the trust account, nor will the underwritersof this offering.

Ifany third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will performan analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiverif management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examplesof possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultantwhose particular expertise or skills are believed by management to be significantly superior to those of other consultants that wouldagree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protectthe amounts held in the trust account, our sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendorfor services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transactionagreement, reduce the amounts in the trust account to below $10.20 per share (whether or not the underwriters’ over-allotment optionis exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trustaccount and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilitiesunder the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor willnot be responsible to the extent of any liability for such third party claims. However, our sponsor may not be able to satisfy thoseobligations. Other than as described above, none of our officers or directors will indemnify us for claims by third parties including,without limitation, claims by vendors and prospective target businesses. We have not independently verified whether our sponsor has sufficientfunds to satisfy its indemnity obligations. We therefore believe it is unlikely our sponsor would be able to satisfy its indemnity obligationsif it was required to do so. However, we believe the likelihood of our sponsor having to indemnify the trust account is limited becausewe will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving anyright, title, interest or claim of any kind in or to monies held in the trust account.

Inthe event that the proceeds in the trust account are reduced below $10.20 per share (whether or not the underwriters’ over-allotmentoption is exercised in full) and our sponsor asserts that it is unable to satisfy any applicable obligations or that it has no indemnificationobligations related to a particular claim, our independent directors would determine whether to take legal action to enforce such indemnificationobligations. While we currently expect that our independent directors would take legal action on our behalf to enforce such indemnificationobligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in anyparticular instance. Accordingly, due to claims of creditors, the actual value of the per-share redemption price may be less than $10.20per share (whether or not the underwriters’ over-allotment option is exercised in full).

Ifwe file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcyor insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent anybankruptcy or insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.20 per share to our publicshareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filedagainst us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/orbankruptcy or insolvency laws as either a “preferential transfer”, a “fraudulent conveyance”, a “fraudin anticipation of winding up”, a “transaction in fraud of creditors” or a “misconduct in the course of windingup”. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore,our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and therebyexposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressingthe claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Ourpublic shareholders will be entitled to receive funds from the trust account only (i) in the event of a redemption of the public sharesprior to any winding up in the event we do not consummate our initial business combination within the allotted time period, (ii) if theyredeem their shares in connection with an initial business combination that we consummate or (iii) if they redeem their shares in connectionwith a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timingof our obligation to allow redemption rights or to redeem 100% of our public shares if we do not complete our initial business combinationwithin the allotted time period or (B) with respect to any other provision relating to shareholders’ rights or pre-business combinationactivity. In no other circumstances shall a shareholder have any right or interest of any kind to or in the trust account. In the eventwe seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with thebusiness combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of thetrust account. Such shareholder must have also exercised its redemption rights described above.

Comparisonof This Offering to Those of Blank Check Companies Subject to Rule 419

Thefollowing table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions ofRule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would beidentical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotmentoption. None of the provisions of Rule 419 apply to our offering.

Competition

Inidentifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition fromother entities having a business objective similar to ours, including other blank check companies, private equity groups, venture capitalfunds leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established andhave significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitorspossess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limitedby our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business.Furthermore, the requirement that we acquire a target business or businesses having a fair market value equal to at least 80% of thevalue of the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the agreementto enter into the business combination, our obligation to pay cash in connection with our public shareholders who exercise their redemptionrights and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these factorsmay place us at a competitive disadvantage in successfully negotiating our initial business combination.

Facilities

Wecurrently maintain our executive offices at 10 East 53rd Street, Suite 3001, New York, NY 10022. Such space, utilities and secretarialand administrative services will be provided to us free of charge by our sponsor. We consider our current office space adequate for ourcurrent operations.

Employees

Wecurrently have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters butthey intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initialbusiness combination and the stage of the business combination process we are in. We do not intend to have any full time employees priorto the consummation of our initial business combination.

PeriodicReporting and Financial Information

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

Wewill provide shareholders with audited financial statements of the prospective target business as part of the tender offer materialsor proxy solicitation materials sent to shareholders to assist them in assessing the target business. These financial statements mustbe prepared in accordance with, or be reconciled to, GAAP or IFRS and the historical financial statements must be audited in accordancewith the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquirebecause some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxyrules and consummate our initial business combination within our 12 month (or up to 18 month) time frame.

Wewill be required to have our internal control procedures evaluated for the fiscal year ending December 31, 2024 required by the Sarbanes-OxleyAct. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time andcosts necessary to complete any such acquisition.

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

LegalProceedings

Thereis no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management teamin their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 monthspreceding the date of this prospectus.

MANAGEMENT

Ourdirectors, director nominees and executive officers are as follows:

JuanFernandez Pascual, CEO, Secretary and Director

JuanFernandez, has served as our Chief Executive Officer, Secretary and Director since May 15, 2023. Mr. Fernandez has most recently servedas the General Manager of Chassis Brakes International Spain, part of Hitachi Automotive Systems since April 2019 to February 2021 andwas based in San Felices de Buelna, Autonomía de Cantabria, Spain. Mr. Fernandez is COO of another SPAC entity, Genesis UnicornCapital Corp which completed its initial public offering in February 2022. Mr. Fernandez served as the President of Gira Cluster of AutomotiveIndustries of Cantabria from May 2019 to March 2021 and was based in Spain. From September 2018 to April 2019, Mr. Fernandez served asthe Smart Factory Platform Leader of Linxens based in Levallois, Île-de-France, France. From January 2017 to April 2019, Mr. Fernandezserved as the Site Director of Linxens. From September 2015 to December 2016, Mr. Fernandez served as the Senior Area Sales Manager SouthernEurope for Quintus Technologies, based in Vasteras, Sweden. From September 2014 to September 2015, Mr. Fernandez served as the Site Directorof Hutchinson based in Châteaudun, France. From April 2013 to August 2014, Mr. Fernandez served as the Production Area Managerof Gestamp based in Le Theil, Basse-Normandie, France. From November 2005 to March 2013, Mr. Fernandez served as Process Engineer Managerat ArcelorMittal Aviles, Spain. From September 2003 to October 2005, Mr. Fernandez served as Resident Engineer of ArcelorMittal basedElectrolux premises in Conegliano, Veneto, Italy. In 2018, Mr. Fernandez received his Executive MBA degree at ESCP Europe. In 1999, Mr.Fernandez received his DEA (Master in Sciences) at Ecole Polytechnique. We believe Mr. Pascual is qualified to serve on our Board ofDirectors due to his experience as COO to a special purpose acquisition company, as well as his extensive leadership, and negotiationexpertise.

HeungMing Wong, CFO and Director

HeungMing Wong has served as our Chief Financial Officer and Director since May 15, 2023. Mr. Wong has over twenty years’ experiencein advising multinational companies on finance, accounting, internal control and corporate governance matters. Since March 2023, Mr.Wong has served as an independent non-executive director of E-Home Household Service Holding Ltd (Nasdaq: EJH), a China-based investmentholding company mainly engaged in the operation of household services. Since April 2022, he has served as an independent non-executivedirector of Ostin Technology Group Co., Ltd (Nasdaq: OST), a China-based company mainly engaged in the business of designing, developingand manufacturing TFT-LCD modules. Mr. Wong has served as an independent non-executive director of Helens International Holdings CompanyLimited (9869HK), a China-based investment holding company mainly engaged in bar operation and franchise business, since August 2021and was appointed as the independent director of Sansheng Holdings (Group) Co. Ltd., a Hong Kong Mainboard Stock Exchange listed company(stock code: 2183) on August 1, 2022. Mr. Wong has also served as an independent non-executive director of Meihua International MedicalTechnologies Co., Ltd., (Nasdaq: MHUA) from April 2022 to June 2022. Mr. Wong also has served as a director of TD Holdings, Inc. (Nasdaq:GLG), a company engaged in commodity trading and supply chain services businesses, since April 2021. From June 2020 to March 2021, Mr.Wong served as Chief Financial Officer of Meten EdtechX Education Group Ltd. (Nasdaq: METX), a leading English language training serviceprovider in China. He has served from April 2021 to April 2023 as an independent director of Shifang Holding Group Ltd. (1831HK), a HongKong-listed company which provides a wide range of integrated print media and digital media services to advertisers and since March 2020as an independent director of Raffles Interior Ltd. (1376HK), a company engaged in the interior decoration business. Mr. Wong has beenserving as the non-executive Chairman for Raffles Interior Ltd., a Singapore-based interior fitting-out services provider, since September23, 2022. Previously, he also served as the Chief Financial Officer from March 2017 to November 2018 at Frontier Services Group (0500HK),a company listed on the Hong Kong Stock Exchange, which is a leading provider of integrated security, logistics, insurance and infrastructureservices for clients operating in developing regions. Prior to that, Mr. Wong worked for Deloitte Touche Tohmatsu (China) and PricewaterhouseCoopers(China) for an aggregate of more than 11 years. Mr. Wong graduated from the City University of Hong Kong in 1993 with a bachelor’sdegree in Accountancy and obtained a master’s degree in Electronic Commerce from the Open University of Hong Kong in 2003. He isa fellow member of the association of Chartered Certified Accountants and the Hong Kong institute of Certified Public Accountants anda member of the Hong Kong Institute of Certified Internal Auditor. We believe Mr. Wong is qualified to serve on our Board of Directorsdue to his extensive experience as an independent non-executve director as well as his more than 20 years’ experience in finance,accounting, internal control and corporate governance.

LinBao, Independent Director

Ms.Bao will be one of our independent directors. Ms. Bao has over 15 years of experience in accounting and auditing. She has served as theChief Financial Officer of Jayud Global Logistics Limited, a China-based end-to-end supply chain solution provider with a focus on providingcross-border logistics services, since October 2022. She has served as independent director of SunCar Technology Group Inc. since May2023 and independent director of Cetus Capital Acquisition Corp. since February 2023. She served as the Chief Financial Officer of Eagsen,Inc., a vehicle communication and entertainment system provider, from April 2020 to September 2022. Before Eagsen, Inc. was set up, Ms.Bao served as Chief Financial Officer of Shanghai Eagsen Intelligent Co., Ltd. from November 2019 to March 2020. From February 2018 toAugust 2019, Ms. Bao served as Chief Financial Officer of Jufeel International Group., a biotech company that cultivates, produces, developsand sells raw aloe vera and aloe vera based consumer products in China. From October 2015 to January 2018, Ms. Bao worked as an independentconsultant to provide accounting advisory services for China-based companies. Ms. Bao began her career in accounting at Ernst & YoungLLP Toronto, where she served from January 2005 to May 2008 as a Senior. Ms. Bao received a bachelor’s degree in Accounting fromConcordia University in 2005, and a bachelor’s degree in Japanese from the Beijing Second Foreign Language Institute in 1994. Ms.Bao is a Certified Public Accountant in the United States, and she is also a Canadian Chartered Professional Accountant and a Hong KongCertified Public Accountant. We believe Ms. Bao is qualified to serve on our Board of Directors due to her experience as an independentdirector for a special purpose acquisition company, her extensive experience as a chief financial officer for several companies, as wellas her more than 15 years’ experience in accounting and auditing.

Dr.Julianne Huh, Independent Director

Dr.Julianne Huh will be one of our independent directors. Since May 2021, Dr. Huh has been serving as Independent Director of Data KnightsAcquisition Corp. From October 2017 to June 2022, Dr. Huh served as the Director of S&I F&B Management Sdn, Bhd based in KualaLumpur, Malaysia, where she managed the overall business, operations and marketing of 2 Ox French Bistro. FromJune 2016 to August 2017, Dr. Huh served as the Vice President of The Mall of Korea based in Bangkok, Thailand, where she managed projectsfor business set-up, construction of department stores and nine restaurants. Dr. Huh also managed the overall business, operations andmarketing while serving as the Vice President during this time. From November 2013 to June 2016, Dr. Huh served as the Director of BusinessDevelopment of Juna International Ltd based in Shanghai, China and Seoul, Korea, where she oversaw China Business Development in theentertainment and music industry. From August 2006 to June 2016, Dr. Huh founded the Wonderful World of Learning (WWL) and served asits General Manager based in Shanghai, where she managed the overall business and operations of the preschool, curriculum developmentand teacher training. From October 2011 to May 2014, Dr. Huh served as the Managing Partner as well as Vice President of Pronovias Koreabased in Seoul, Korea, where she launched the wedding dress brand “Pronovias” of the Spain flagship store as the sole franchisefor the Korean market. Dr. Huh also oversaw and managed operations, marketing, PR and bi-annual buying and merchandising. From September2009 to September 2019, Dr. Huh founded Only Natural Organic Bath Products based in Shanghai, China, where she was in charge of branddevelopment and sales for charity purposes. In May 2005, Dr. Huh received her Doctor of Education (Ed.D) degree at the University ofMassachusetts in the U.S. In May 1995, Dr. Huh received her Master of Education (M.Ed.) degree from the University of Massachusetts inthe U.S. In June 1993, Dr. Huh completed two semesters of courses at the MBA program at the Yonsei University in Seoul, Korea. In February1991, Dr. Huh received her Bachelor of Arts degree in English Language and Literature from Ewha Women’s University in Seoul, Korea.We believe Dr. Huh is well-qualified to serve as a member of our board of directors due to her experience as an independent directorfor a special purpose acquisition company, her extensive experience in global finance, as well as her network of contacts and relationships.

RobinH. Karlsen, Independent Director

Mr.Karlsen will be one of our independent directors. Since February 2022, Mr. Karlsen has been serving as President of ROHKA Pte. Ltd. SinceJune 2022, Mr. Karlsen has also been serving as Partner of AYA Land Development Ltd. His main responsibility in both companies is strategicconsultancy for real estate investments From December 2018 to February 2022, Mr. Karlsen served as the Investment Director of PIK International,where he oversaw the identification and investments of real estate assets in Asia. From June 2016 to November 2018, Mr. Karlsen servedas Business Development Manager of CFLD International Pte. Ltd, where he was involved in business development in Asia, Middle East andAfrica for industry city development. In June 2016, Mr. Karlsen received his Master’s degree in Real Estate Finance and Investmentfrom The University of Hong Kong. In May 2015, Mr. Karlsen received his Bachelor’s degree in Urban Studies from UCL Bartlett Schoolof Planning. We believe Mr. Karlsen is well-qualified to serve as a member of our board of directors due to his extensive cross-borderbusiness experience., as well as her network of contacts and relationships.

DirectorIndependence

Nasdaqrequires that a majority of our board must be composed of “independent directors,” which is defined generally as a personother than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinionof the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying outthe responsibilities of a director.

Uponthe effective date of the registration statement of which this prospectus forms a part, Lin Bao, Robin H. Karlsen and Julianne Huh willbe our independent directors. Our independent directors will have regularly scheduled meetings at which only independent directors arepresent. Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Any affiliatedtransactions must be approved by a majority of our independent and disinterested directors.

ExecutiveOfficer and Director Compensation

Nocompensation will be paid to our initial shareholders, officers and directors, or any of their respective affiliates, prior to or inconnection with the consummation of our initial business combination. Additionally, these individuals will be reimbursed for any out-of-pocketexpenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligenceon suitable business combinations. Our independent directors will review on a quarterly basis all payments that were made to our initialshareholders, officers, directors or our or their affiliates.

Afterthe completion of our initial business combination, members of our management team who remain with us, may be paid consulting, managementor other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, inthe tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination businessto determine executive and director compensation. Any compensation to be paid to our officers will be determined, or recommenced, tothe board of directors for determination, either by a committee constituted solely by independent directors or by a majority of the independentdirectors on our board of directors.

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

AuditCommittee

Uponthe effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the boardof directors. Lin Bao, Robin H. Karlsen and Julianne Huh will serve as members of our audit committee. Lin Bao will chair the audit committee.Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee all of whommust be independent. Lin Bao, Robin H. Karlsen and Julianne Huh are independent.

Eachmember of the audit committee is financially literate and our board of directors has determined that Lin Bao qualifies as an “auditcommittee financial expert” as defined in applicable SEC rules.

Responsibilitiesof the audit committee include:

CompensationCommittee

Uponthe effectiveness of the registration statement of which this prospectus forms a part, and subject to the requirement of law or the Nasdaqmarket rules, we will establish a compensation committee of the board of directors. The members of our Compensation Committee will be            ,           , and            .Dr. Julianne Huh will chair the compensation committee. We will adopt a compensation committee charter, which will detail the principalfunctions of the compensation committee, including:

Thecharter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensationconsultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the workof any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any otheradviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq andthe SEC.

DirectorNominations

Uponthe effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of theboard of directors, which will consist of Lin Bao, Robin H. Karlsen and Julianne Huh, each of whom is an independent director under Nasdaq’slisting standards. Robin H. Karlsen will chair the nominating committee. The nominating committee is responsible for overseeing the selectionof persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members,management, shareholders, investment bankers and others.

Guidelinesfor Selecting Director Nominees

Theguidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

TheNominating Committee will consider a number of qualifications relating to management and leadership experience, background, integrityand professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may requirecertain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time andwill also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominatingcommittee does not distinguish among nominees recommended by shareholders and other persons.

Codeof Conduct and Ethics

Wehave adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securitieslaws. We will file a copy of our form of Code of Ethics and our audit committee charter as exhibits to the registration statement. Youwill be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition,a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waiversof certain provisions of our Code of Ethics in a Current Report on Form 8-K. See “Where You Can Find Additional Information.”

Conflictsof Interest

Potentialinvestors should be aware of the following potential conflicts of interest:

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

Inaddition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirementto act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a personcarrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experiencewhich that director has.

Asset out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can beforgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done byway of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approvalat general meetings.

Accordingly,as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting businessopportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluatesa particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflictswill be resolved in our favor. Furthermore, each of our officers and directors currently has and may in the future have fiduciary obligationsto other businesses, including other blank check companies similar to our company, of which they are now or may in the future be officersor directors. To the extent they identify business opportunities which may be suitable for the entities to which they owe fiduciary obligations,our officers and directors will honor those fiduciary obligations. Accordingly, it is possible they may not present opportunities tous that otherwise may be attractive to us unless the entities to which they owe fiduciary obligations and any successors to such entitieshave declined to accept such opportunities.

Inorder to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directorshas contractually agreed, pursuant to a written agreement with us, until the earliest of a business combination, our liquidation or suchtime as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity,any suitable business opportunity which may reasonably be required to be presented to us, subject to any fiduciary or contractual obligationshe might have.

Belowis a table summarizing the entities to which our officers, directors and director nominees currently have fiduciary duties or contractualobligations which will take priority over us.