Asfiled with the Securities and Exchange Commission on May 19, 2023

RegistrationNo. 333-____

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER
THE SECURITIES ACT OF 1933

BowenAcquisition Corp

(Exactname of registrant as specified in its charter)

BowenAcquisition Corp

420Lexington Ave, Suite 2446

NewYork, NY 10170

Tel:203-998-5540

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

JiangangLuo

BowenAcquisition Corp

420Lexington Ave, Suite 2446

NewYork, NY 10170

Tel:203-998-5540

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copiesto:

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

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

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

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

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

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

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with 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 notan offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

$60,000,000

BOWENACQUISITION CORP

6,000,000Units

BowenAcquisition Corp is a Cayman Islands exempted company formed for the purpose of effecting a merger, stock exchange, asset acquisition,stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectusas our “initial business combination” or our “business combination.” We may pursue a business combination witha target in any industry that can benefit from the expertise and capabilities of our management team. While our efforts in identifyingprospective target businesses will not be limited to a particular geographic region, we intend to focus our search on businesses throughoutAsia. However, we will not consummate our initial business combination with an entity or business with China operations consolidatedthrough a variable interest entity (“VIE”) structure.

Thisis an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary share and oneright entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of an initial business combination.We will not issue fractional shares and only whole shares will trade, so unless you purchase units in multiple of tens, you will notbe able to receive or trade the fractional shares underlying the rights. We have also granted the underwriters a 45-day option to purchaseup to an additional 900,000 units to cover over-allotments, if any.

Wewill provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion ofour initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,described below, as of two business days prior to the consummation of our initial business combination, including interest earned onthe funds held in the trust account, and not previously released to us to pay our taxes, divided by the number of then outstanding ordinaryshares that were sold as part of the units in this offering, which we refer to collectively throughout this prospectus as our publicshares, subject to the limitations described herein. If we are unable to complete our initial business combination within 12 months fromthe closing of this offering (or up to 18 months, if we extend the time to complete a business combination, which extension wouldbe effectuated without a vote of our public shareholders, all as described in this prospectus), we will redeem 100% of the publicshares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interestearned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest topay liquidation and dissolution expenses), divided by the number of then outstanding public shares, subject to applicable lawand as further described herein.

Oursponsors, Createcharm Holdings Ltd and Bowen Holding LP, which we refer to throughout this prospectus as our “sponsors,”and EarlyBirdCapital, Inc., the representative of the underwriters in this offering, and which we refer to throughout this prospectusas “EBC” or the “representative,” have agreed that they and/or their designees will purchase from us an aggregateof 390,000 private units (372,000 private units to be purchased by our sponsors and 18,000 private units to be purchased by EBC or itsdesignees) at a price of $10.00 per unit for a total purchase price of $3,900,000 in a private placement that will close simultaneouslywith the closing of this offering. We refer to these units throughout this prospectus as the “private units.” Our sponsorsand EBC have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designeeswill purchase from us up to an additional 40,500 private units on a pro rata basis (38,631 private units to be purchased by our sponsorsand 1,869 private units to be purchased by EBC or its designees) at a price of $10.00 per unit in an amount that is necessary to maintainin the trust account $10.20 per unit sold to the public in this offering. The private units are identical to the units sold in this offering,subject to limited exceptions. Our sponsors and EBC have agreed not to transfer, assign or sell any of the private units or underlyingsecurities (with certain exceptions) until the completion of our initial business combination.

Currently,there is no public market for our units, ordinary shares or rights. We have applied to list our units on The Nasdaq Global Market, or“NASDAQ”, under the symbol “BOWNU” on or promptly after the date of this prospectus. We cannot guarantee thatour securities will be approved for listing on NASDAQ. The ordinary shares and rights comprising the units will begin separate tradingon the 90^th day following the date of this prospectus unless EBC informs us of its decision to allow earlier separate trading,subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) containing anaudited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when suchseparate trading will begin. Once the securities comprising the units begin separate trading, we expect that the ordinary shares andrights will be listed on NASDAQ under the symbols “BOWN” and “BOWNR”, respectively.

Investingin our securities involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” beginningon page 26 for a discussion of the information that should be considered in connection with an investment in our securities. Investorswill not be entitled to protections normally afforded to investors under Rule 419 blank check offerings.

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.

Theunderwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchaserson or about ___________, 2023.

Book-RunningManager

EARLYBIRDCAPITAL,INC.

Co-Manager

REVERESECURITIES

_________,2023

(Prospectuscover continued from preceding page.)

Asindicated above, while we intend to focus our search on target businesses in Asia, we are not limited to a particular industry or geographicregion in selecting a target. Because our management team has a substantial network in the People’s Republic of China, including,solely for purposes of this prospectus, Hong Kong, Taiwan and Macau, which we refer to throughout this prospectus collectively as the“PRC” or “China”, we may pursue a business combination with a company doing business in China, which may havelegal and operational risks associated with such a decision. However, we will not consummate our initial business combination with anentity or business with China operations consolidated through a VIE structure. The ownership of our securities by U.S. investors maylimit the pool of acquisition candidates we may acquire in China, in particular, due to the relevant PRC laws and regulations againstforeign ownership of and investment in certain assets and industries, known as restricted industries.

Thegoverning laws and regulations of the PRC are sometimes vague and uncertain, and the vagueness and uncertainties may result in a materialchange to our operations and the value of our ordinary shares if we complete our initial business combination with a target inChina. Further, the Chinese government may intervene or influence the operations of the PRC operating entities at any time and may exertmore control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material changein the operations of the PRC operating entities and/or the value of our securities. In addition, any actions by the Chinese governmentto exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be worthless. For instance, the PRC government recently initiated a series of regulatory actionsand statements to regulate business operations in China with little advance notice, including adopting new measures on the administrationof overseas securities offerings and listings by domestic enterprises, cracking down on illegal activities in the securities market,adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. However,since these statements and regulatory actions are new and have not been officially implemented, it is highly uncertain how soon legislativeor administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations andinterpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will haveon our ability to acquire or merge with a target company with major operations in China, and the post-combination company’s abilityto conduct its business, accept foreign investments and list on a U.S. or other foreign exchange, is unknown. Accordingly, modified ornew laws and regulations could result in a material change in the target company’s post-combination operations, significant depreciationof the value of our ordinary shares, or a complete limitation of our ability to offer or continue to offer our securities to investors.

Pursuantto the Holding Foreign Companies Accountable Act (“HFCAA”), the Public Company Accounting Oversight Board (the “PCAOB”)issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to completely inspect or investigate registeredpublic accounting firms headquartered in: (1) mainland China of the PRC because of a position taken by one or more authorities in mainlandChina; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authoritiesin Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to thesedeterminations. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and theMinistry of Finance of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered publicaccounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S. law. The Statement of Protocol givesthe PCAOB sole discretion to select the firms, audit engagements and potential violations it inspects and investigates and put in placeprocedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOBto retain information as needed. In addition, the Statement of Protocol grants the PCAOB direct access to interview and take testimonyfrom all personnel associated with the audits the PCAOB inspects or investigates. Nevertheless, uncertainties still exist as to how theStatement of Protocol will be implemented and whether the applicable parties will comply with the framework. Our registered public accountingfirm, UHY LLP, headquartered in New York, NY, is an independent registered public accounting firm registered with the PCAOB and is subjectto laws in the United States pursuant to which the PCAOB conducts regular inspections to assess UHY LLP’s compliance with applicableprofessional standards, and UHY LLP was not identified in the PCAOB’s report as a firm subject to the PCAOB’s determination.The PCAOB currently has access to inspect the working papers of our auditor. As a result, we do not currently believe that the HFCAAwill affect our company. Notwithstanding the foregoing, pursuant to the Consolidated Appropriations Act of 2023, the PCAOB could,in the future, make a new determination that it is unable to inspect or investigate completely registered public accounting firms inone or more jurisdictions because of positions taken by a foreign authority. In the event that we complete a business combinationwith a company, the auditor of which the PCAOB is not able to fully conduct inspections on, it could cause us to fail to be in compliancewith U.S. securities laws and regulations. We could subsequently cease to be listed on a U.S. securities exchange, and U.S. trading ofour shares could be prohibited under the HFCAA and Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”). See“Risk Factors — Risks Related to Acquiring and Operating a Business Outside of the United States — U.S. lawsand regulations, including the Holding Foreign Companies Accountable Act and Accelerating Holding Foreign Companies Accountable Act,may restrict or eliminate our ability to complete a business combination with certain companies.”

Wecurrently do not have any PRC subsidiary or Chinaoperations and neither of our sponsors are domiciled in China. However, certain of our sponsors’ limited partners (includingNa Gai, our Chairwoman of the Board and the sole shareholder and director of one of our sponsors) are non-U.S. persons and a majorityof our officers and directors are located in, or have significant ties to, China. This may make us a less attractive partner topotential target companies outside the PRC, thereby limiting our pool of acquisition candidates. This would impact our search for a targetcompany and make it harder for us to complete an initial business combination with a non-China-based target company. For example, a combinationwith a target company in the U.S. may be subject to review by a U.S. government entity or may ultimately be prohibited. Furthermore,the additional time that could be required for governmental review or complete prohibition of the transaction could prevent us from completingan initial business combination and require us to liquidate. In the event of liquidation, investors would lose their investment opportunityin potential target companies, any price appreciation in a combined company, and their financial investment in the rights, which wouldexpire worthless. See “Risk Factors — Risks Related to our Search for, Consummation of, or Inability to Consummate, aBusiness Combination — Our ability to complete a business combination may be impacted by the fact that certain of our sponsors’limited partners are non-U.S. persons, and a majority of our officers and directors are located in, or have significant ties to, China.This may make us a less attractive partner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidatesand making it harder for us to complete an initial business combination with a non-China-based target company. For example, we may notbe able to complete an initial business combination with a U.S. target company since such initial business combination may be subjectto U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the UnitedStates (CFIUS), or ultimately prohibited.”

Weare a blank check company with no subsidiaries and no operations of our own except organizational activities, the preparation of thisoffering and, following the closing of this offering, searching for a suitable target to consummate an initial business combination.As of the date of this prospectus, we have not paid any dividends or distributions our shareholders. We may retain all of our availablefunds and any future earnings following a business combination to fund the development and growth of our business. As a result, we maynot pay any cash dividends in the foreseeable future. If we were to consummate a business combination with a China-based target, we willbe permitted under PRC laws and regulations to make loans or capital contributions to our PRC subsidiaries through intermediate holdingcompanies, and only if we satisfy the applicable government registration and approval requirements. In addition, if we were to consummatea business combination with a China-based target, our PRC subsidiaries may be permitted to pay dividends only out of their accumulatedprofits. Moreover, such PRC subsidiaries are required to set aside at least 10% of their after-tax profits each year, after making upfor previous year’s accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such funds reaches50% of their registered capital. This portion of such PRC subsidiaries’ respective net assets are prohibited from being distributedto their shareholders as dividends. Furthermore, the PRC government imposes controls on the convertibility of the Renminbi into foreigncurrencies and, in certain cases, the remittance of currency out of China. Assuming we consummate a business combination with a China-basedtarget, if the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currencydemands, we may not be able to pay dividends in foreign currencies to our shareholders. See “Prospectus Summary — Transferof Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China (Post-Business Combination)” and see“Risk Factors— Risks Related to Acquiring and Operating a Business Outside of the United States — If we merge witha China-based operating company, then PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companiesand governmental control in currency conversion may delay or prevent us from making loans to or making additional capital contributionsto the PRC entity, if any, which could materially and adversely affect our liquidity and our ability to fund and expand our business”,“Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States – If we successfullyconsummate a business combination with a target business with primary operations in the PRC, we will be subject to restrictions on dividendpayments following consummation of our initial business combination” and “Risk Factors – Risks Related to Acquiringand Operating a Business Outside of the United States – Governmental control of currency conversion may limit our ability to utilizeour net revenue effectively and affect the value of your investment.”

Ofthe proceeds we receive from this offering and the sale of the private units described in this prospectus, $61,200,000 or $70,380,000,if the underwriters’ over-allotment option is exercised in full ($10.20 per public share in either case), will be deposited intoa U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee, approximately $2,050,000, or $2,275,000,if the underwriters’ over-allotment option is exercised in full, will be used to pay fees and expenses in connection with the closingof this offering, including underwriting discounts and commissions, and an estimated $650,000 will be available for working capital followingthis offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxobligations, the proceeds from this offering and the sale of the private units that are deposited in the trust account will not be releasedfrom the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of anypublic shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association(i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or toredeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering(or up to 18 months, if we extend the time to complete a business combination as described in this prospectus) or (ii) with respect toany other provision relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of ourpublic shares if we are unable to complete our initial business combination within 12 months from the closing of this offering(or up to 18 months, if we extend the time to complete a business combination as described in this prospectus), subject to applicablelaw. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priorityover the claims of our public shareholders.

Weare an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reportingrequirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.

TABLEOF CONTENTS

Weare responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information,and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offerto sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information containedin this prospectus is accurate as of any date other than the date on the front of this prospectus.

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 the section of this prospectus entitled “Risk Factors” and our financial statements and the relatednotes included elsewhere in this prospectus, before investing.

Unlessotherwise stated in this prospectus, or the context otherwise requires, references to:

Registeredtrademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the informationin this prospectus assumes that the underwriters will not exercise their over-allotment option.

Anyforfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as amatter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matterof Cayman Islands law.

PROPOSEDBUSINESS

OurCompany

Weare a blank check company incorporated on February 17, 2023, as a Cayman Islands exempted company for the purpose of effecting a merger,stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to throughout thisprospectus as our “business combination” or “initial business combination,” with one or more businesses or entities,which we refer to throughout this prospectus as a “target business” or “target businesses”. Although we are notlimited to target businesses in any specific industry or geographic location, we intend to initially focus our search on target businessesin Asia. However, we will not consummate our initial business combination with an entity or business with China operations consolidatedthrough a variable interest entity (“VIE”) structure. The ownership of our securities by U.S. investors may limit the poolof acquisition candidates we may acquire in China, in particular, due to the relevant PRC laws and regulations against foreign ownershipof and investment in certain assets and industries, known as restricted industries. The approval of PRC regulatory agencies may be requiredin connection with our initial business combination, and if required, we may not be able to obtain such approval. See “RiskFactors – Risks Related to Acquiring and Operating a Business Outside of the United States.” We have generated no revenuesto date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination.Our management team is continuously made aware of potential business opportunities, one or more of which we may desire to pursue foran initial business combination. However, we have not selected any specific target business and we have not, nor has anyone on our behalf,engaged in any substantive discussions, directly or indirectly, with any target business with respect to an initial business combinationwith us.

Wemay retain all of our available funds and any future earnings following an initial business combination to fund the development and growthof our business. As a result, we may not pay any cash dividends in the foreseeable future. If we were to consummate an initial businesscombination with a China-based target, we will be permitted under PRC laws and regulations to make loans or capital contributions toour PRC subsidiaries through intermediate holding companies, and only if we satisfy the applicable government registration and approvalrequirements. See “Risk Factors— Risks Related to Acquiring and Operating a Business Outside of the United States —If we merge with a China-based operating company, then PRC regulation on loans to, and direct investment in, PRC entities by offshoreholding companies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capitalcontributions to the PRC entity, if any, which could materially and adversely affect our liquidity and our ability to fund and expandour business.”

Ifwe were to consummate an initial business combination with a China-based target, our PRC subsidiaries may be permitted to pay dividendsonly out of their accumulated profits. Moreover, such PRC subsidiaries are required to set aside at least 10% of their after-tax profitseach year, after making up for previous year’s accumulated losses, if any, to fund certain statutory reserves, until the aggregateamount of such funds reaches 50% of their registered capital. This portion of such PRC subsidiaries’ respective net assets areprohibited from being distributed to their shareholders as dividends. See also “Risk Factors – Risks Related to Acquiringand Operating a Business Outside of the United States – If we successfully consummate a business combination with a target businesswith primary operations in the PRC, we will be subject to restrictions on dividend payments following consummation of our initial businesscombination.”

Inaddition, the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, theremittance of currency out of China. Assuming we consummate an initial business combination with a China-based target, if the foreignexchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may notbe able to pay dividends in foreign currencies to our shareholders. See “Risk Factors – Risks Related to Acquiring andOperating a Business Outside of the United States – Governmental control of currency conversion may limit our ability to utilizeour net revenue effectively and affect the value of your investment.”

Ifwe were to consummate an initial business combination with a China-based target, a 10% PRC tax is applicable to dividends payable toinvestors that are non-resident enterprises, which will be withheld if such gain is regarded as income derived from sources within thePRC. Any gain realized on the transfer of securities by such investors is also subject to PRC tax at a current rate of 10%. See also“Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States – If we merge witha China-based operating company, then there are significant uncertainties under the PRC Enterprise Income Tax Law relating to the withholdingtax liabilities of the PRC entity, and dividends payable by the PRC entity to our offshore entity may not qualify for certain treatybenefits.”

Webelieve our management team is well positioned to identify opportunities offering attractive risk-adjusted returns and that our professionalcontacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercialand investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reachof our management team and their affiliates, will enable us to pursue a broad range of opportunities.

Althoughwe currently do not have any PRC subsidiary or China operations, certain of our sponsors’ limited partners are non-U.S. persons,and a majority of our officers and directors are located in, or have significant ties to, China, which may make us a less attractivepartner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates. This would impact our searchfor a target company and make it harder for us to complete an initial business combination with a non-China-based target company. Forexample, a combination with a U.S. target company may be subject to review by a U.S. government entity or may ultimately be prohibited.Furthermore, the additional time that could be required for governmental review or complete prohibition of the transaction could preventus from completing an initial business combination and require us to liquidate. In the event of liquidation, investors would lose theirinvestment opportunity in potential target companies, any price appreciation in a combined company, and their financial investment inthe rights, which would expire worthless. See “Risk Factors — Risks Related to our Search for, Consummation of, or Inabilityto Consummate, a Business Combination — Our ability to complete a business combination may be impacted by the fact that certainof our sponsors’ limited partners are non-U.S. persons, and a majority of our officers and directors are located in, or have significantties to, China. This may make us a less attractive partner to potential target companies outside the PRC, thereby limiting our pool ofacquisition candidates and making it harder for us to complete an initial business combination with a non-China-based target company.”

OurCompetitive Advantages

Leadershipof an Experienced Management Team and Board of Directors

Ourmanagement team is led by our Chairwoman of the Board of Directors, Na Gai, our Chief Executive Officer and Director, Jiangang Luo, ourChief Financial Officer, Dr. Jing Lu, and Independent Director Nominees, Lawrence Leighton, Wei Li and Jun Zhang.

NaGai, our Chairwoman, has served as the executive president for Shenzhen Guoxing Capital Co., Ltd., an asset management and investmentcompany based in China, since September 2015. Ms. Gai also served as a partner of Hunan Zhongsheng Hongcheng Investment Management Partnership(LP), a private equity investment company based in China, from February to May 2017.

JiangangLuo, our Chief Executive Officer, has been the manager of Cleantech Global Limited, an investment consulting firm, since 2014,and the president of Prime Science & Technology, Inc., a computer/software consulting and IT outsourcing company, since 2006.Since 2021, he has also been the president of PNE Limited Partner LLC and Luo & Long General Partner LC, which are special purposevehicles that were established for the sole purpose of investing in Princeton NuEnergy, a US based cleantech company. Mr. Luo is a memberof Tsinghua Entrepreneur & Elite Club. From 2000 to 2006, he worked for Oracle as a Principal Consultant. Before 2000, he workedas a senior information system professional in various Fortune 500 companies including China Resources Group and Liz Claiborne. Mr. Luoalso served as an executive for many non-Profit organizations such as Chairman of the Tsinghua Alumni Association in New York and Presidentof New Jersey Chinese Computer Professionals Society. He has invested in many CleanTech/Fintech companies over the last 10 years.

Dr.Jing Lu, our Chief Financial Officer, has more than 20 years of experience in the financial service industry. Dr. Lu has servedas a Managing Director and then Chief Operating Officer of China Bridge Capital International Inc., a PE/VC investment advisory companyspecialized in innovative technologies from 2017 to 2019 and since March 2021. She has also served as Chief Financial Officer of KeyarchAcquisition Corporation, a blank check company similar to our company, since March 2021. She also served as Chief Investment Officerfor the New Hope Fertility Center (NHFC) from 2019 to 2021, sourcing and managing PE investments, bank loans and government PPP loans.Prior to China Bridge Capital, Dr. Lu was President of ACE AV Consulting Inc. from 2005 to 2017. Dr. Lu was an Executive Director atCIBC World Markets in 2001 working on corporate securities. Between 1998 and 2001, Dr. Lu worked at the Federal Reserve Bank of New Yorkas a bank regulator and supervisor, working on Basel Capital Accords as well as examining banks’ implementation of the Basel Accords.Before moving to New York, Dr. Lu was a professor of economics at York University in Canada for four years, specializing her teachingand research in Macroeconomics, Institutional Economics, and Econometrics.

LawrenceLeighton, one of our independent directors, is a seasoned international investment banker with approximately 50 years of experience.He has led a number of large-scale U.S. IPOs as well as international mergers and acquisitions. Mr. Leighton has served as a ManagingDirector of Bentley Associates, a boutique investment bank, since 1997. In 1989, he became President and Chief Executive Officer of UIUSA, the US subsidiary of Union d’Ètudes et d’Investissements, the merchant banking arm of Credit Agricôle,the largest bank in France. From 1982 to 1989, Mr. Leighton served as a Managing Director of Chase Bank. Previously, he was a LimitedPartner at Bear, Sterns & Co., focusing on international mergers and acquisitions. Starting in 1974, he was with Norton Simon asthe Director of Strategic Planning/Mergers & Acquisitions. Before Norton Simon, Mr. Leighton was with Clark, Dodge & Co. wherehe became Co-Head of the Corporate Finance Department.

WeiLi, one of our independent directors, has five years of Wall Street experience at 1st-tier financial institutions including BarclaysCapital and HSBC. Ms. Li is the co-founder and has served as CEO of Hyatt Capital Management, a private investment fund and financialservice company dedicated in impact investing in the Asian pacific area, since 2018. Previously, Ms. Li served as Managing Director andHead of Structured Finance at China Renaissance (HK.1911), a leading boutique Chinese investment bank in Shanghai, from 2016 to 2018.She was Executive Director & Head of Private Credit Investment at CITIC Securities (SH.600030), an investment bank, from 2011 to2016.

JunZhang, one of our independent directors, has served as Senior Partner and Associate Director at Zhongshenzhonghuan AccountingFirm (Shenzhen Branch) since 2000. From 1994 to 2000, he served as Partner and Associate Director at Shenzhen Wenwu Accounting Firm.From 1989 to 1994, he was the Senior Manager at Shenzhen Shekou Zhonghua Accounting Firm. He served as Project Manager at Wuhan AccountingFirm of Wuhan Finance Bureau from 1986 to 1989. Mr. Zhang is a member of China Institute of Certified Public Accountants (CICPA).

EstablishedDeal Sourcing Network

Webelieve that our management team’s strong background, contacts and sources and geographic reach will provide us with high qualityacquisition opportunities and possibly complementary follow-on business arrangements. These contacts and sources include those rangingfrom industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and otherfinancial sector service providers and participants.

Statusas a Publicly Listed Acquisition Company

Webelieve that we will be an attractive initial business combination partner to prospective target businesses. As a publicly listed company,we will offer a target business an alternative to the traditional initial public offering process. We believe that some of our targetbusinesses will favor this alternative, which we believe is more cost effective while also offering greater certainty of execution thanwould a traditional initial public offering process. Once public, we believe that the target business would have greater access to capitaland additional means of creating management incentives that are better aligned with shareholders’ interests than it would as aprivate company. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors andaiding in attracting talented management staff.

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

BusinessStrategy

Wewill seek to capitalize on the strength of our management team. Our team consists of experienced financial services, accounting and senioroperating executives of companies operating in multiple jurisdictions. Collectively, our officers and directors have decades of experiencein mergers and acquisitions and in operating companies. We believe that their prior accomplishments and current activities will be criticalin identifying attractive acquisition opportunities, and that, in turn, the businesses that we identify will be able to benefit fromaccessing the U.S. capital markets and the expertise and network of our management team. However, there is no assurance that we willcomplete an initial business combination. The majority of our officers and directors have not had management experience with specialpurpose acquisition companies in the past.

Whilethere is no restriction on the geographic location of the targets that we can pursue, we intend to initially focus on target businessesin Asia. In particular, we intend to focus our search for a target business on private companies in Asia that have compelling economics,clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S.public capital markets.

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

Webelieve the development of private equity and venture capital activities in Asia also provides us opportunities. According to the Asia-PacificPrivate Equity Report 2022 issued by Bain & Company, Asia-Pacific private equity investors closed a record number of deals in 2021.Furthermore, the report states that investment and exit value set new highs for the region, and fund-raising rose slightly over 2020.Deal value increased significantly to a record $296 billion, up 50% over 2020 and 82% over the previous five-year average.

AcquisitionCriteria

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

Thesecriteria do not intend to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based,to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our sponsors and managementteam may deem relevant.

InitialBusiness Combination

Wewill have up to 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, by resolution of our Board of Directorsand if requested by our sponsors, extend the period of time we will have to consummate an initial business combination up to two times,each by an additional three months (for a total of up to 18 months from the closing of this offering), provided that, pursuant to theterms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and ContinentalStock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial businesscombination to be extended, our sponsors or their affiliates or designees, upon five days’ advance notice prior to the applicabledeadline, must deposit into the trust account $600,000, or $690,000 if the over-allotment option is exercised in full (or $0.10 per sharein either case), for each extension, on or prior to the date of the applicable deadline. Our public shareholders will not be entitledto vote or redeem their shares in connection with any such extension. Our sponsors and their affiliates or designees are not obligatedto fund the trust account to extend the time for us to complete our initial business combination. In the event that our sponsors electto extend the time to complete an initial business combination, pay the additional amounts per each extension, and deposit the applicableamount of money into trust, our sponsors will receive a non-interest bearing, unsecured promissory note in the amount of any such deposit,which will not be repaid in the event that we are unable to close an initial business combination unless there are funds available outsidethe trust account to do so. In the event that we receive notice from our sponsors five days prior to the applicable deadline of theirintent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicabledeadline. In addition, we intend to issue a press release or file a Current Report on Form 8-K promptly after the applicable deadlineannouncing whether or not the funds had been timely deposited. If we are unable to consummate our initial business combination withinsuch time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding publicshares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the fundsheld in the trust account and not previously released to us to pay our taxes (and less up to $100,000 for liquidation and dissolutionexpenses), and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claimsof creditors which may take priority over the claims of our public shareholders.

Ourinitial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least80% of the assets held in the trust account (excluding income interest earned on the trust account and released to us to pay taxes) atthe time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fairmarket value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independententity that commonly renders valuation opinions with respect to the satisfaction of such criteria.

Thefunds released to us from the trust account upon the closing of our initial business combination may be used as consideration to paythe sellers of a target business with which we complete our initial business combination. If our initial business combination is paidfor using equity or debt securities, or not all of the funds released from the trust account are used for payment of the considerationin connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash releasedto us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operationsof the post-transaction businesses, the payment of principal or interest due on indebtedness, to fund the purchase of other companiesor for working capital.

Inaddition, we may be required to obtain additional financing in connection with the closing of our initial business combination to beused following the closing for general corporate purposes or other purposes as described above. There is no limitation on our abilityto raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connectionwith our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into followingconsummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneouslywith the completion of our initial business combination. We have granted EBC a right of first refusal under certain circumstances fora period commencing from the consummation of this offering until the consummation of our initial business combination (or the liquidationof the trust account in the event that we fail to consummate our initial business combination within the prescribed time period) to actas book running manager, placement agent and/or arranger for all financings where we seek to raise equity, equity-linked, debt or mezzaninefinancings relating to or in connection with an initial business combination. We are otherwise not a party to any arrangement or understandingwith any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our initial shareholdersare required to provide any financing to us in connection with or after our initial business combination. We may also obtain financingprior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with oursearch for and completion of our initial business combination.

OurAcquisition Process

Weintend to utilize the expertise of our managements’ respective platforms to evaluate potential targets’ strengths, weaknesses,and to identify the relative risk and return profile of any potential target for our initial business combination.

Eachof our officers and directors presently has contractual obligations to other entities, and any of them in the future may have additionalfiduciary or contractual obligations to other entities including other special purpose acquisition companies, or “SPACs”pursuant to which such officer or director is or will be required to present an initial business combination opportunity. Accordingly,if any of our officers or directors becomes aware of an initial business combination opportunity which is suitable for an entity to whichhe or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligationsto present such opportunity to such entity.

Ouramended and restated memorandum and articles of association provides that we renounce our interest in any corporate opportunity offeredto any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director orofficer of our company and such opportunity is one that we are legally and contractually permitted to undertake and would otherwise bereasonable for us to pursue.

Ourofficers have agreed that they will not become an officer or director of any other special purpose acquisition company that has publiclyfiled a registration statement for its initial public offering unless and until we enter into a definitive agreement regarding our initialbusiness combination or we have failed to complete our initial business combination within 12 months from the closing of this offering(or up to 18 months, if we extend the time to complete an initial business combination as described in this prospectus).

PrivatePlacement

InFebruary 2023, our sponsors acquired an aggregate of 1,725,000 founder shares for an aggregate purchase price of $25,000. These foundershares include an aggregate of up to 225,000 founder shares that are subject to forfeiture to the extent that the underwriters’over-allotment option is not exercised in full or in part, so that the founder shares will represent 20% of our issued and outstandingshares after this offering (excluding the private shares and the EBC founder shares).

InMarch 2023, we also issued an aggregate of 180,000 EBC founder shares to EBC for an aggregate purchase price of $2,520. The EBC foundershares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. See the section titled “Underwriting”for further information related to these arrangements. The EBC founder shares cannot be sold, transferred or assigned (except to thesame permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions as the permittedtransferees of the founder shares must agree to, each as described herein) until the consummation of an initial business combination.

Inaddition, our sponsors and EBC have agreed that they and/or their designees will purchase from us an aggregate of 390,000 private units(372,000 private units to be purchased by our sponsors and 18,000 private units to be purchased by EBC and/or its designees) at a priceof $10.00 per unit for a total purchase price of $3,900,000 in a private placement that will close simultaneously with the closing ofthis offering. Our sponsors and EBC have also agreed that if the over-allotment option is exercised by the underwriters in full or inpart, they and/or their designees will purchase from us up to an additional 40,500 private units on a pro rata basis (38,631 privateunits to be purchased by our sponsors and 1,869 private units to be purchased by EBC and/or its affiliates) at a price of $10.00 perunit in an amount that is necessary to maintain in the trust account $10.20 per unit sold to the public in this offering. The privateunits are identical to the units sold in this offering, subject to limited exceptions. The holders have agreed that the private unitswill not be sold, transferred or assigned (subject to certain exceptions) until the consummation of an initial business combination.

Thefounder shares and shares underlying private units, or “private shares”, are identical to the public shares. However, ourinitial shareholders have agreed (A) to vote their founder shares and private shares in favor of any proposed business combination, (B)not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our amended and restatedmemorandum and articles of association that would affect the substance or timing of our redemption obligation to redeem all public sharesif we cannot complete an initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extendthe time to complete an initial business combination as described in this prospectus), unless we provide public shareholders an opportunityto redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including founder shares and privateshares, in connection with a shareholder vote to approve our proposed initial business combination or sell any shares to us in any tenderoffer in connection with our proposed initial business combination, and (D) that the founder shares and private shares shall not participatein any liquidating distribution upon winding up if an initial business combination is not consummated.

Onthe date of closing of this offering, the founder shares will be placed into an escrow account maintained by Continental Stock Transfer& Trust Company acting as escrow agent. The founder shares will not, subject to certain exceptions, be transferred, assigned, soldor released from escrow until six months after the date of the consummation of our initial business combination, or earlier, if, subsequentto our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction whichresults in all of our shareholders having the right to exchange their shares for cash, securities or other property.

Theholders of the private units have agreed not to transfer, assign or sell any of the private units or underlying securities (except tothe same permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions as the permittedtransferees of the founder shares must agree to, each as described herein) until the completion of our initial business combination.EBC has also agreed that the EBC founder shares cannot be sold, transferred or assigned (except to the same permitted transferees asthe founder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the foundershares must agree to, each as described herein) until the consummation of an initial business combination. We refer to such transferrestrictions throughout this prospectus as the “lock-up”.

Theproceeds from the private placement of the private units will be added to the proceeds of this offering and placed in a trust accountin the United States maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete our initial businesscombination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete an initial businesscombination as described in this prospectus), the proceeds from the sale of the private units will be included in the liquidating distributionto the holders of our public shares.

RisksRelated to Our Possible Business Combination in China

Weare not limited to a particular industry or geographic region in selecting a target business. However, as our management team has a vastnetwork in China, we may pursue an initial business combination with a company doing business in China, which may have legal and operationalrisks associated with it. However, we will not consummate our initial business combination with an entity or business with China operationsconsolidated through a VIE structure. The ownership of our securities by U.S. investors may limit the pool of acquisition candidateswe may acquire in China, in particular, due to the relevant PRC laws and regulations against foreign ownership of and investment in certainassets and industries, known as restricted industries.

Furthermore,the securities of a public company may be prohibited from trading on a national exchange under the Holding Foreign Companies AccountableAct if the United States Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect its auditor for three consecutiveyears beginning in 2021. Our auditor is currently subject to PCAOB inspections, and the PCAOB is able to inspect our auditor. In orderto minimize or avoid the risk that we may be affected by this, we do not intend to acquire any target company whose financial statementshave been audited by an accounting firm that is not subject to PCAOB inspection.

Thegoverning PRC laws and regulations are sometimes vague and uncertain, and this vagueness and uncertainty may result in a material changeto our operations and subsequently the value of our shares if we complete our initial business combination with a target in China. Further,the Chinese government may intervene or influence the operations of the PRC operating entities at any time and may exert more controlover offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in the operationsof the PRC operating entities and/or the value of our securities. In addition, any actions by the Chinese government to exert more oversightand control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantlydecline or be worthless. For instance, the PRC government initiated a series of regulatory actions and statements to regulate businessoperations in China with little advance notice, including adopting new measures on the administration of overseas securities offeringsand listings by domestic enterprises, cracking down on illegal activities in the securities market, adopting new measures to extend thescope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. However, since these statements and regulatoryactions are new and have not been officially implemented, it is highly uncertain how soon legislative or administrative regulation makingbodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified orpromulgated, if any, and the potential impact such modified or new laws and regulations will have on our ability to acquire or mergewith a target company with major operations in China, and the post-combination company’s ability to accept foreign investmentsand list on a U.S. or other foreign exchange, is unknown. Accordingly, modified or new laws and regulations could result in a materialchange in the target company’s post-combination operations, significant depreciation of the value of our ordinary shares, or acomplete limitation of our ability to offer or continue to offer our securities to investors.

Implicationsof the Holding Foreign Companies Accountable Act

Futuredevelopments in U.S. laws may restrict our ability or willingness to complete initial business combinations with certain companies. Forinstance, the enacted Holding Foreign Companies Accountable Act (“HFCAA”) would restrict our ability to consummate an initialbusiness combination with a target business unless the auditors for that business met certain standards of the PCAOB and it would requiredelisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for threeconsecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled bya foreign government. We may not be able to consummate an initial business combination with a desired target business due to these laws.Furthermore, on December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”) was signed intolaw, requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subjectto PCAOB inspections for two consecutive years instead of three consecutive years. The AHFCAA also clarified that any foreign authorityimpeding PCAOB inspections or investigations can trigger the provisions of the act.

Thedocumentation we may be required to submit to the SEC proving certain beneficial ownership requirements and establishing that we arenot owned or controlled by a foreign government could be onerous and time consuming to prepare. The HFCAA mandates the SEC to identifyissuers of SEC-registered securities whose audited financial reports are prepared by an accounting firm that the PCAOB is unable to inspectdue to restrictions imposed by an authority in the foreign jurisdiction where the audits are performed. If such identified issuer’sauditor cannot be inspected by the PCAOB for two consecutive years, the trading of such issuer’s securities on any U.S.national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.

OnMarch 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirementsof the HFCAA. An identified issuer will be required to comply with these rules if the SEC identifies it as having a “non-inspection”year under a process to be subsequently established by the SEC.

OnNovember 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies AccountableAct. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether it is unable to inspector investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one ormore authorities in that jurisdiction.

OnDecember 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. Therules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered publicaccounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of aposition taken by an authority in foreign jurisdictions.

OnDecember 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completelyregistered public accounting firms headquartered in China or Hong Kong.

OnAugust 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Financeof the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquarteredin mainland China and Hong Kong completely, consistent with U.S. law. The Statement of Protocol gives the PCAOB sole discretion to selectthe firms, audit engagements and potential violations it inspects and investigates and put in place procedures for PCAOB inspectors andinvestigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed. Inaddition, the Statement of Protocol grants the PCAOB direct access to interview and take testimony from all personnel associated withthe audits the PCAOB inspects or investigates. Nevertheless, uncertainties still exist as to how the Statement of Protocol will be implementedand whether the applicable parties will comply with the framework. More than 30 PCAOB staff members conducted on-site inspections andinvestigations in Hong Kong, reviewing thousands of pages of documents, conducting interviews and taking testimony over a nine-week periodfrom September to November 2022.

InDecember 2022, Congress amended the HFCAA to shorten the timeframe before certain issuers face a trading prohibition from three to twoconsecutive years, and to clarify that any foreign authority impeding PCAOB inspections or investigations can trigger the provisionsof the act.

TheHFCAA requires that, every year, the SEC identify any public companies (“Commission-Identified Issuers” or “CIIs”)that file annual reports with financial statements audited by an auditor located in a foreign jurisdiction where the PCAOB has determinedit is unable to inspect or investigate completely because of a position taken by a foreign authority (a “PCAOB-identified jurisdiction”).Under the amended HFCAA, once a company is identified as a CII for two consecutive years, the SEC must apply certain trading prohibitionsto that CII’s securities.

Inaddition, all CIIs are listed on the SEC website at www.sec.gov/HFCAA, and each CII must provide certain disclosures to investors andthe SEC for each year it is identified as a CII. For foreign issuers that are CIIs, the required disclosures include the percentage ofshares owned by foreign government entities, whether government entities in the foreign jurisdiction control the issuer, identificationof all Chinese Communist Party (“CCP”) officials who are on the board of the issuer or the operating entity for the issuer,and whether the issuer’s articles of incorporation contain any “charter” of the CCP.

TheSEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements describedabove.

Ourauditor, UHY LLP, headquartered in New York, NY, is an independent registered public accounting firm with the PCAOB and has been inspectedby the PCAOB on a regular basis. The PCAOB currently has access to inspect the working papers of our auditor. Our auditor is not headquarteredin China or Hong Kong and was not identified in the PCAOB’s report as a firm subject to the PCAOB’s determination. Asa result, we do not currently believe that the HFCAA will affect our company. Notwithstanding the foregoing, pursuant to the ConsolidatedAppropriations Act of 2023, the PCAOB could, in the future, make a new determination that it is unable to inspect or investigate completelyregistered public accounting firms in one or more jurisdictions because of positions taken by a foreign authority. In the event thatwe complete a business combination with a company, the auditor of which the PCAOB is not able to fully conduct inspections on, it couldcause us to fail to be in compliance with U.S. securities laws and regulations. We could subsequently cease to be listed on a U.S. securitiesexchange, and U.S. trading of our shares could be prohibited under the HFCAA and the AHFCAA.

PotentialPermission Required from the PRC Authorities for this Offering and a Business Combination

Asa Cayman Islands company with no operations in China and sponsors that are Delaware limited partnerships, we are currently not requiredto obtain permission from any of the PRC authorities to operate and issue our securities to non-PRC investors. However, we cannot guaranteewhether permission will be required from the PRC authorities in the course of our initial business combination process if we attemptto acquire or merge with a company with major operations in China.

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

TheGeneral Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the“Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the “Opinions”, whichwere made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securitiesactivities, and the need to strengthen the supervision over overseas listings by Chinese companies. The Opinions and any related implementingrules to be enacted may subject us to compliance requirements in the future. Given the current regulatory environment in the PRC, ifwe proceed with a target company that has major operations in China, we will be subject to the uncertainty of different interpretationsand enforcement of the rules and regulations in the PRC, which may be adverse to us and adopted quickly with little advance notice.

OnFebruary 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises(the “Trial Administrative Measures”), which took effect on March 31, 2023. The Trial Administrative Measures stipulate therules and requirements for overseas offerings and listings conducted by PRC domestic companies. After the Trial Administrative Measurestake effect, if we decide to consummate our initial business combination with a target business based in and primarily operating in China,the target company and/or combined company may be required to go through certain procedures to satisfy the filing requirements of theTrial Administrative Measures. We cannot assure you that we will be able to complete such process on time, which could adversely affectour potential business combination with a PRC operating business and the business, financial conditions and results of operations ofthe combined company. See “Risk Factors– Risks Related to Acquiring and Operating a Business Outside of the United States– The PRC governmental authorities may take the view now or in the future that an approval from them is required for an overseasoffering by a company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarilyoperating in China.”

Whileboth the application of the M&A Rules and the interpretation and implementation of the Opinions and Trial Administrative Measuresremains unclear at this stage, given that we currently do not hold any equity interest in any PRC company or operate any business inChina, based on our understanding of the current PRC laws and regulations in effect, we do not believe we are required to obtain anypermission from any PRC governmental authorities to operate our business as currently conducted or to conduct this offering and offersecurities to foreign investors. However, there can be no assurance that the relevant PRC governmental authorities, including the CSRC,would reach the same conclusion, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretationof the current rules to require us to obtain CSRC or other PRC governmental approvals for this offering or for the initial business combination,if we decide to consummate the initial business combination with a target business based in and primarily operating in China. If it isdetermined in the future that the approval of the CSRC, the Cyberspace Administration of China (the “CAC”) or any other regulatoryauthority is required for this offering, we or our post-business combination company may face sanctions by the CSRC, the CAC or otherPRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to paydividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering intoChina or take other actions that could have a material adverse effect on our business, financial condition, results of operations andprospects, as well as the trading price of our securities. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiringus, or making it advisable for us, to halt this offering before settlement and delivery of our Units. Consequently, if you engage inmarket trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement anddelivery may not occur. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring thatwe obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when proceduresare established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could havea material adverse effect on the trading price of our securities. See “Risk Factors — Risks Related to Acquiring and Operatinga Business Outside of the United States — The PRC governmental authorities may take the view now or in the future that an approvalfrom them is required for an overseas offering by a company affiliated with Chinese businesses or persons or a business combination witha target business based in and primarily operating in China.”

Transferof Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China

Weare a blank check company with no subsidiaries and no operations of our own except organizational activities, the preparation of thisoffering and, following the closing of this offering, searching for a suitable target to consummate an initial business combination.As of the date of this prospectus, we have not made any transfers, dividends or distributions to any person or entity.

ThePRC government may impose controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC.Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currencyfor the payment of dividends from our post-combination entity’s profits, if any. If subsidiaries of our post-combination organizationin the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or makeother payments.

Wemay retain all of our available funds and any future earnings following an initial business combination to fund the development and growthof our business. As a result, we may not pay any cash dividends in the foreseeable future. If we were to consummate an initial businesscombination with a China-based target, we will be permitted under PRC laws and regulations to make loans or capital contributions toour PRC subsidiaries through intermediate holding companies, and only if we satisfy the applicable government registration and approvalrequirements. See “Risk Factors— Risks Related to Acquiring and Operating a Business Outside of the United States —If we merge with a China-based operating company, then PRC regulation on loans to, and direct investment in, PRC entities by offshoreholding companies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capitalcontributions to the PRC entity, if any, which could materially and adversely affect our liquidity and our ability to fund and expandour business.”

Ifwe were to consummate an initial business combination with a China-based target, a 10% PRC tax is applicable to dividends payable toinvestors that are non-resident enterprises, which will be withheld if such gain is regarded as income derived from sources within thePRC. Any gain realized on the transfer of securities by such investors is also subject to PRC tax at a current rate of 10%. See also“Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States – If we merge witha China-based operating company, then there are significant uncertainties under the PRC Enterprise Income Tax Law relating to the withholdingtax liabilities of the PRC entity, and dividends payable by the PRC entity to our offshore entity may not qualify for certain treatybenefits.”

Enforcementof Civil Liabilities

OurChairwoman of the Board, Na Gai, and one of our directors, Jun Zhang, are residents of China. PRC courts may only recognize and enforceforeign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and thecountry where the judgment is made or on principles of reciprocity between jurisdictions. This is reflected in a number of bilateraltreaties signed by China, which provide that lack of jurisdiction of the judgment court can be a ground for refusal to enforce the foreignjudgment. Further, a foreign judgment cannot be recognized and enforced in China if a Chinese court has rendered a judgment on the samesubject matter or recognized and enforced another foreign judgment or arbitral award on the same subject matter. In addition, accordingto the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if theydecide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. China has notreaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement offoreign judgments. As a result, it may be difficult for investors to effect service of process within the United States upon us or ourofficers or directors who are residents of China, or to enforce judgments in China (including Hong Kong and Macau) that are obtainedin U.S. courts against us or such individuals, including judgments predicated upon the civil liability provisions of the securities lawsof the United States or any state in the United States. Even with proper service of process, the enforcement of judgments obtained inU.S. courts or foreign courts based on the civil liability provisions of the U.S. federal securities laws would be extremely difficultgiven the PRC Civil Procedures Law and the lack of a treaty or principles of reciprocity providing for the recognition and enforcementof U.S. judgments. Furthermore, there would be added costs and issues with bringing an original action in foreign courts to enforce liabilitiesbased on the U.S. federal securities laws against us or our officers and directors, and they still may be fruitless.

CorporateInformation

Ourexecutive office is located at 420 Lexington Avenue, Room 2446, New York NY 10170 and our telephone number is (347) 627-0058.

Weare a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the CaymanIslands and, as such, are exempted from complying with certain provisions of the Companies Act.

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 attestation requirements of Section 404 of the Sarbanes-OxleyAct of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxystatements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approvalof any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there maybe 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 until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary ofthe completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemedto be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 millionas of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securitiesduring the prior three-year period. References herein to “emerging growth company” shall have the meaning associated withit in the JOBS Act.

Additionally,we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may takeadvantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary sharesheld by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded$100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 millionas of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, itmay also make comparison of our financial statements with other public companies difficult or impossible.

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 and advisors, but also the special risks we face as a blank check company and the fact that this offering is notbeing conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally affordedto investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of thisprospectus entitled “Risk Factors.”

RiskFactors Summary

Wehave conducted no operations and have generated no revenues. Until we complete our initial business combination, we will have no operationsand will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account notonly the background of our management team, but also the special risks we face as a blank check company. This offering is not being conductedin compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally affordedto investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ fromthis offering, please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule419.” Since we may initiate an initial business combination with target company operating in China, you may be subject to additionalrisk factors. Please see “Summary – Risks Related to Our Possible Business Combination in China” formore information. You should carefully consider these and the other risks set forth in the section entitled “Risk Factors”of this prospectus.

Suchrisks include, but are not limited to:

RisksRelated to our Search for, Consummation of, or Inability to Consummate, a Business Combination

RisksRelated to Our Securities

RisksRelated to Our Management

PostBusiness Combination Risks

RisksRelated to Acquiring and Operating a Business Outside of the United States

SummaryFinancial Data

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

Ifa business combination is not completed within 12 months from the closing of this offering (or up to 18 months, if we extend the timeto complete a business combination as described in this prospectus), the proceeds then on deposit in the trust account including interestearned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest topay liquidation and dissolution expenses), will be used to fund the redemption of our public shares. Our initial shareholdershave agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by themif we fail to complete our initial business combination within such time period.

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.

RisksRelated to our Search for, Consummation of, or Inability to Consummate, a Business Combination

Weare a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our abilityto achieve our business objective.

Weare a Cayman Islands exempted company with no operating results, and we will not commence operations until obtaining funding throughthis offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objectiveof completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings withany prospective target business concerning an initial business combination and may be unable to complete our initial businesscombination. If we fail to complete our initial business combination, we will never generate any operating revenues.

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

Asof February 28, 2023, we had a working capital deficiency of $23,115. Further, we expect to incur significant costs in pursuit of ouracquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section of thisprospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plansto raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantialdoubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not includeany adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.

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

Wemay not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholderapproval under applicable law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or otherlegal reasons. Except as required by law, the decision as to whether we will seek shareholder approval of a proposed business combinationor will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be basedon a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us toseek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our publicshares do not approve of the business combination we complete. Please see the section of this prospectus entitled “ProposedBusiness — Shareholders May Not Have the Ability to Approve our Initial Business Combination” for additional information.

Ifwe seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initialbusiness combination, regardless of how our public shareholders vote.

Unlikesome other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majorityof the votes cast by the public shareholders in connection with an initial business combination, our initial shareholders have agreedto vote their founder shares and private shares, as well as any public shares purchased in or after this offering, in favor of our initialbusiness combination.

Asa result, in addition to our initial shareholders’ founder shares and private shares, we would need 2,145,000 or 35.8%, of the6,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial businesscombination approved (assuming all outstanding shares are voted, including the EBC founder shares and private shares, and the over-allotmentoption is not exercised) or (ii) 127,500, or 2.1% of the 6,000,000 public shares sold in this offering, to be voted in favor of an initialbusiness combination in order to have our initial business combination approved (assuming that only the minimum number of shares representinga quorum are voted and the over-allotment option is not exercised). Our founder shares and private shares will represent 23.4% of ouroutstanding ordinary shares immediately following the completion of this offering, assuming no exercise of over-allotment option. Accordingly,if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will bereceived than would be the case if our initial shareholders agreed to vote their founder shares and private shares in accordance withthe majority of the votes cast by our public shareholders.

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

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. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholdersmay not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, if we donot seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination maybe limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in ourtender offer documents mailed to our public shareholders in which we describe our initial business combination.

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

Wemay seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition thatwe have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would notbe able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, wewill only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediatelyprior to or upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock”rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial businesscombination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than$5,000,001 either immediately prior to or upon completion of our initial business combination or such greater amount necessary to satisfya closing condition, each as described above, we would not proceed with such redemption and the related business combination and mayinstead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant toenter into a business combination transaction with us.

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

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

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

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

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 and the status of debt and equity markets, as well as protectionist legislationin our target markets.

TheCOVID-19 pandemic has adversely affected, and may continue to adversely affect, the economies and financial markets worldwide, and thebusiness of any potential target business with which we may consummate a business combination could be materially and adversely affected.Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit theability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailableto negotiate and consummate a transaction in a timely manner. In addition, countries or supranational organizations in our target marketsmay develop and implement legislation that makes it more difficult or impossible for entities outside such countries or target marketsto acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. The extent to which COVID-19 impacts oursearch for and ability to consummate a business combination will depend on future developments, which are highly uncertain and cannotbe predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treatits impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period oftime, and result in protectionist sentiments and legislation in our target markets, our ability to consummate a business combination,or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may beimpacted by COVID-19 and other events.

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.

Sincethe fourth quarter of 2020, the number of special purpose acquisition companies that have completed initial public offerings has increasedsubstantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination,and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as manysuch companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time,more effort and more resources to identify a suitable target and to consummate an initial business combination.

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.

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

OnAugust 16, 2022, the Inflation Reduction Act of 2022 became law in the United States, which, among other things, imposes a 1% excisetax on the fair market value of certain repurchases (including certain redemptions) of shares by publicly traded domestic (i.e., UnitedStates) corporations (and certain non-U.S. corporations treated as “surrogate foreign corporations”). The excise tax willapply to share repurchases occurring in 2023 and beyond. The amount of the excise tax is generally 1% of the fair market value of theshares repurchased at the time of the repurchase. The U.S. Department of the Treasury has been given authority to provide regulationsand other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. For instance, the U.S. Department of the Treasuryrecently issued guidance clarifying when certain repurchases would be exempt from the excise tax, such as where the repurchases occurin the same year that the repurchasing company undertakes a complete liquidation (as described in Section 331 of the Internal RevenueCode). However, only limited guidance has been issued to date.

Asan entity incorporated as a Cayman Islands exempted company, the 1% excise tax is not expected to apply to redemptions of our ordinaryshares (absent any regulations and other additional guidance that may be issued in the future with retroactive effect). However, in connectionwith an initial business combination involving a company organized under the laws of the United States, it is possible that we domesticateand continue as a U.S. corporation prior to certain redemptions and, because our securities are trading on Nasdaq, it is possible thatwe will be subject to the excise tax with respect to any subsequent redemptions, including redemptions in connection with the initialbusiness combination, that are treated as repurchases for this purpose (other than, pursuant to recently issued guidance from the U.S.Department of the Treasury, redemptions in complete liquidation of the company). In all cases, the extent of the excise tax that maybe incurred will depend on a number of factors, including the fair market value of our shares redeemed, the extent such redemptions couldbe treated as dividends and not repurchases, and the content of any regulations and other additional guidance from the U.S. Departmentof the Treasury that may be issued and applicable to the redemptions. Issuances of shares by a repurchasing company in a year in whichsuch company repurchases shares may reduce the amount of excise tax imposed with respect to such repurchase. The excise tax is imposedon the repurchasing company itself, not the shareholders from which shares are repurchased. The imposition of the excise tax as a resultof redemptions in connection with the initial business combination or in connection with any extension of time to consummate an initialbusiness combination could, however, reduce the amount of cash available to pay redemptions or reduce the cash contribution to the targetbusiness in connection with our initial business combination, which could cause the other shareholders of the combined company to economicallybear the impact of such excise tax.

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.

Themarket for directors and officers liability insurance for special purpose acquisition companies is subject to continual change. For instance,the premiums charged for such policies in recent years have generally increased and the terms of such policies have generally becomeless favorable. There can be no assurance that these trends will not continue.

Theincreased cost of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initialbusiness combination. In order to obtain directors and officers liability insurance or modify coverage as a result of becoming a publiccompany, the post-business combination entity may need to incur greater expense, accept less favorable terms or both. Any failure toobtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s abilityto 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 may need to purchase additional insurance with respect toany such claims (“run-off insurance”). The cost of run-off insurance would be an added expense for the post-business combinationentity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

Oursponsors have the right to extend the term we have to consummate our initial business combination up to 18 months from the closing ofthis offering without providing our shareholders with a corresponding redemption right.

Wewill have up to 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, by resolution of our Board of Directors,if requested by our sponsors, extend the period of time we will have to consummate an initial business combination up to two times, eachby an additional three months (for a total of up to 18 months from the closing of this offering). Pursuant to the terms of our amendedand restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer& Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combinationto be extended, our sponsors or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline,must deposit into the trust account $600,000, or $690,000 if the over-allotment option is exercised in full (or $0.10 per share in eithercase) for each extension, on or prior to the date of the applicable deadline. Our public shareholders will not be entitled to vote orredeem their shares in connection with any such extension.

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

Anypotential target business with which we enter into negotiations concerning a business combination will be aware that we must completeour initial business combination within 12 months from the closing of this offering, or if we decide to extend the period of time toconsummate our initial business combination, within 18 months from the closing of this offering (as further described in thisprospectus). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if wedo not complete our initial business combination with that particular target business, we may be unable to complete our initial businesscombination with any other target business. This risk will increase as we get closer to the timeframe described above. In addition, wemay have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejectedupon a more comprehensive investigation.

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

Ouramended and restated memorandum and articles of association provides that we must complete our initial business combination within 12months from the closing of this offering, or we may, but are not obligated to, extend the period of time to consummate our initial businesscombination up to two times by an additional three months each time, for a total of up to 18 months (as further described in this prospectus).We may not be able to find a suitable target business and complete our initial business combination within such time period. Our abilityto complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debtmarkets and the other risks described herein. If we have not completed our initial business combination within such time period, we will:(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten businessdays thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in thetrust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (lessup to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares,which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive furtherliquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to ourobligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, ourpublic shareholders may only receive $10.20 per share or less in certain circumstances, and our rights will expire worthless. In certaincircumstances, our public shareholders may receive less than $10.20 per share on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amountreceived by shareholders may be less than $10.20 per share” and other risk factors in this section.

Ifwe seek shareholder approval of our initial business combination, our initial shareholders and their affiliates may elect to purchaseshares or rights from public shareholders, which may make it more likely that we are able to consummate such initial business combinationor reduce the public “float” of our ordinary shares or rights.

Ifwe seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial businesscombination pursuant to the tender offer rules, our sponsors, directors, executive officers, advisors or any of their affiliates maypurchase public shares or rights in privately negotiated transactions or in the open market prior to the completion of our initial businesscombination, although they are under no obligation or duty to do so. Any price paid for such securities may be less (but not more) thanthe amount a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination.In the event that our sponsors, directors, executive officers, advisors or any of their affiliates purchase shares in privately negotiatedtransactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would berequired to revoke their prior elections to redeem their shares.

Additionally,at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to materialnonpublic information), our sponsors, directors, executive officers, advisors or any of their affiliates may enter into transactionswith investors and others to provide them with incentives to acquire public shares or rights or not redeem their public shares. However,they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditionsfor any such transactions. None of the funds in the trust account will be used to purchase securities in such transactions.

Thepurpose of any such transactions could be to (1) decrease the number of shares to be redeemed thereby leaving more cash available forthe post-combination company or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum networth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwisenot be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwisehave been possible.

Inaddition, if such purchases are made, the public “float” of our ordinary shares or public rights and the number of beneficialholders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of oursecurities on a national securities exchange.

See“Proposed Business - Permitted Purchases of Our Securities” for a description of how our sponsors, directors,executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.

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

Wewill comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initialbusiness combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials,as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documentsor proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combinationwill describe the various procedures that must be complied with in order to validly tender or redeem public shares. For example, we mayrequire our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in“street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offerdocuments mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination inthe event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a shareholderfails to comply with these or any other procedures, its shares may not be redeemed. See the section of this prospectus entitled “ProposedBusiness — Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination — Tendering ShareCertificates in Connection with a Tender Offer or Redemption Rights.”

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 or rights, potentially at a loss.

Ourpublic shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion ofan initial business combination, and then only in connection with those public shares that such shareholder properly elected to redeem,subject to the limitations described in this prospectus, (ii) the redemption of any public shares properly submitted 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 in connection with our initial business combination or to redeem 100% of our public shares if we donot complete our initial business combination within 12 months from the closing of this offering, or if we decide to extend the periodof time to consummate our initial business combination, within 18 months from the closing of this offering (as further describedin this prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combinationactivity and (iii) the redemption of our public shares if we are unable to complete an initial business combination within 12 monthsfrom the closing of this offering, or if we decide to extend the period of time to consummate our initial business combination,within 18 months from the closing of this offering (as further described in this prospectus), subject to applicable law and as furtherdescribed herein. In addition, if we are unable to complete an initial business combination within 12 months from the closing of thisoffering, or if we decide to extend the period of time to consummate our initial business combination, within 18 months from theclosing of this offering (as further described in this prospectus) for any reason, compliance with Cayman Islands law may require thatwe submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in ourtrust account. In that case, public shareholders may be forced to wait beyond the 12 months from the closing of this offering, or ifwe decide to extend the period of time to consummate our initial business combination, beyond the 18 months from the closing ofthis offering (as further described in this prospectus) before they receive funds from our trust account. In no other circumstances willa public shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you maybe forced to sell your public shares or rights, potentially at a loss.

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

Sincethe net proceeds of this offering and the sale of the private units are intended to be used to complete an initial business combinationwith a target business that has not been selected, we may be deemed to be a “blank check” company under the United Statessecurities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offeringand the sale of the private units and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact,we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investorswill not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradableas opposed to companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the releaseof any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us inconnection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that complywith Rule 419, please see the section of this prospectus entitled “Proposed Business — Comparison of This Offering toThose of Blank Check Companies Subject to Rule 419.”

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

Ifwe seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial businesscombination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or asa “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respectto more than an aggregate of 15% of the shares sold in this offering, which we refer to as the “excess shares.” However,our amended and restated memorandum and articles of association does not restrict our shareholders’ ability to vote all of theirshares (including excess shares) for or against our initial business combination. Your inability to redeem the excess shares willreduce your influence over our ability to complete our initial business combination. Accordingly, you will continue to hold thatnumber of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions,potentially at a loss.

Becauseof our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to completeour initial business combination. If we are unable to complete our initial business combination, our public shareholders may receiveonly approximately $10.20 per share on our redemption of our public shares, or less than such amount in certain circumstances, and ourrights will expire worthless.

Weexpect to encounter intense competition from other entities having a business objective similar to ours, including private investors(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competingfor the types of businesses we intend to acquire. Many of these entities are well-established and have extensive experience in identifyingand effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of thesecompetitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resourceswill be relatively limited when contrasted with those of many of these competitors. As a result, our ability to compete with respectto the acquisition of certain target businesses will be limited by our available financial resources. This inherent competitive limitationgives others an advantage in pursuing the acquisition of certain target businesses.

Ifwe are unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share,or less in certain circumstances, on the liquidation of our trust account and our rights will expire worthless. In certain circumstances,our public shareholders may receive less than $10.20 per share upon our liquidation. See “— If third parties bring claimsagainst us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders maybe less than $10.20 per share” and other risk factors in this section.

Ifthe net proceeds of this offering and the sale of the private units not being held in the trust account are insufficient to allow usto operate for at least the next 12 months (or the next 18 months if we extend the time to complete a business combination as furtherdescribed in this prospectus) from the closing of this offering, we may be unable to complete our initial business combination, in whichcase our public shareholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our rights willexpire worthless.

Webelieve that, upon the closing of this offering, the funds available to us outside of the trust account will be sufficient to allow usto operate for at least the next 12 months from the closing of this offering, or if we decide to extend the period of time to consummateour initial business combination, the next 18 months from the closing of this offering (as further described in this prospectus);however, we cannot assure you that our estimate is accurate. If the available funds are not sufficient, we might not have sufficientfunds to continue searching for, or conduct due diligence with respect to, a target business and we may be forced to liquidate. If weare unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share or lessin certain circumstances on the liquidation of our trust account and our rights will expire worthless. In certain circumstances, ourpublic shareholders may receive less than $10.20 per share upon our liquidation. See “— If third parties bring claimsagainst us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders maybe less than $10.20 per share” and other risk factors in this section.

Ifthe net proceeds of this offering and the sale of the private units not being held in the trust account are insufficient, it could limitthe amount available to fund our search for a target business or businesses and complete our initial business combination and we willdepend on loans from our initial shareholders or management team to fund our search for a business combination and to complete our initialbusiness combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.

Ofthe net proceeds of this offering and the sale of the private units, only approximately $650,000 will be available to us initially outsidethe trust account to fund our working capital requirements. In the event that our offering expenses exceed our estimate of $550,000 (excludingunderwriting discount), we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds weintend to be held outside the trust account would decrease by a corresponding amount. If we are required to seek additional capital,we would need to borrow funds from our initial shareholders or their affiliates to operate, or we may be forced to liquidate. None ofour initial shareholders nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advanceswould be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.We do not expect to seek loans from parties other than our initial shareholders or their affiliates as we do not believe third partieswill be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If weare unable to obtain these loans, we may be unable to complete our initial business combination. If we are unable to complete our initialbusiness combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate thetrust account. Consequently, our public shareholders may only receive approximately $10.20 per share on our redemption of our publicshares, and our rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.20 per shareon the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust accountcould be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share” and otherrisk factors in this section.

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

Ouramended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that wewill only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediatelyprior to or upon consummation of our initial business combination (such that we are not subject to the SEC’s “penny stock”rules). As a result, we may be able to complete our initial business combination even though a substantial majority of our publicshareholders do not agree with the transaction and have redeemed their shares.

Ifthird parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount receivedby shareholders may be less than $10.20 per share.

Ourplacing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have allvendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waivingany right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claimsagainst the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similarclaims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claimagainst our assets, including the funds held in the trust account. Making such a request of potential target businesses may make ouracquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it maylimit the field of potential target businesses that we might pursue.

Uponredemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe,or upon the exercise of a redemption right in connection with our initial business combination, we will be required to providefor payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly,the per-share redemption amount received by public shareholders could be less than the $10.20 per share initially held in the trust account,due to claims of such creditors. Our sponsors have agreed that they 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 amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per publicshare held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets,in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a thirdparty who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnityof the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the eventthat an executed waiver is deemed to be unenforceable against a third party, then our sponsors will not be responsible to the extentof any liability for such third-party claims. We have not independently verified whether our sponsors have sufficient funds to satisfytheir indemnity obligations and believe that our sponsors’ only assets are securities of our company. We have not asked our sponsorsto reserve for such indemnification obligations. Therefore, we believe it is unlikely that our sponsors would be able to satisfy thoseobligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial businesscombination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete ourinitial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.None of our officers or directors are required to indemnify us for claims by third parties including, without limitation, claims by vendorsand prospective target businesses.

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

Inthe event that the proceeds in the trust account are reduced below the lesser of (i) $10.20 per public share or (ii) such lesser amountper share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trustassets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsors assert that they are unable to satisfytheir obligations or that they have no indemnification obligations related to a particular claim, our independent directors would determinewhether to take legal action against our sponsors to enforce their indemnification obligations.

Whilewe currently expect that our independent directors would take legal action on our behalf against our sponsors to enforce their indemnificationobligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so. For example,they may determine that the cost of such legal action is too high relative to the amount recoverable or that a favorable outcome is notlikely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust accountavailable for distribution to our public shareholders may be reduced below $10.20 per share.

If,after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcypetition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may beexposed to claims of punitive damages.

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

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

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

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 and/or may have acted in badfaith, thereby exposing themselves and our company to claims, 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. We and our directors andofficers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we wereunable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fineof approximately $18,000 and imprisonment for five years in the Cayman Islands.

Becausewe are not limited to a particular industry, sector, or geographic region in which to pursue our initial business combination, you willbe unable to ascertain the merits or risks of any particular target business’ operations.

Wemay seek to complete a business combination with a target business in any industry or sector or geographical location. Because we havenot yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate thepossible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financialcondition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherentin the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lackingan established record of revenues or earnings, we may be affected by the risks inherent in the business and operations of a financiallyunstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particulartarget business, we cannot assure you that we will properly ascertain or assess all the significant risk factors or that we will haveadequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no abilityto control or reduce the chances that those risks will adversely impact a target business. Accordingly, any shareholders who choose toremain shareholders following the business combination could suffer a reduction in the value of their shares.

Pastperformance by our management team, our advisors and our initial shareholders may not be indicative of future performance of an investmentin us.

Informationregarding performance by, or businesses associated with our management team and our initial shareholders and their affiliates is presentedfor informational purposes only. Past performance by our management team and our initial shareholders is not a guarantee either (i) thatwe will be able to locate a suitable candidate for our initial business combination or (ii) of success with respect to any business combinationwe may consummate. The majority of our officers, directors and advisors have not had management experience with special purpose acquisitioncompanies in the past. You should not rely on the historical record of our management team’s, our advisors’ or our initialshareholders’ respective performance as indicative of our future performance of an investment in us or the returns we will, orare likely to, generate going forward.

Wemay seek acquisition opportunities in industries or sectors which may be outside of our management’s area of expertise.

Wewill consider a business combination outside of our management’s area of expertise if a business combination candidate is presentedto us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursuean acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicableto its evaluation or operation, and the information contained in this prospectus regarding the areas of our management’s expertisewould not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequatelyascertain or assess all the significant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initialbusiness combination could suffer a reduction in the value of their shares.

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

Althoughwe have identified general 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 complete our initialbusiness combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successfulas a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospectivebusiness combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercisetheir redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us tohave a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, orwe decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approvalof our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to completeour initial business combination, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances,on the liquidation of our trust account and our rights will expire worthless. In certain circumstances, our public shareholders may receiveless than $10.20 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceedsheld in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share”and other risk factors in this section.

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

Unlesswe complete our initial business combination with an affiliated entity or our board cannot independently determine the fair marketvalue of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm or fromanother independent entity that commonly renders valuation opinions that the price we are paying is fair to our company from a financialpoint of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determinefair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxysolicitation or tender offer materials, as applicable, related to our initial business combination.

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

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 complete our initial business combination for any number of reasons including those beyond our control. Any such event willresult in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquireor merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive onlyapproximately $10.20 per share on the liquidation of our trust account and our rights will expire worthless. In certain circumstances,our public shareholders may receive less than $10.20 per share on the redemption of their shares. See “— If third partiesbring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholdersmay be less than $10.20 per share” and other risk factors in this section.

Wemay attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to completeour 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 our 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.

Wemay have a limited ability to assess the management of a prospective target business and, as a result, may complete our initial businesscombination with a target business whose management may not have the skills, qualifications or abilities to manage a public company,which could, in turn, negatively impact the value of our shareholders’ investment in us.

Whenevaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess thetarget business’s 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 publiccompany, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholderswho choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholdersare unlikely to have a remedy for such reduction in value.

Theofficers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of abusiness combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.The role of an acquisition candidate’s key personnel upon the completion 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 members of the management of an acquisitioncandidate will not wish to remain in place.

Wewill 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.

Ofthe net proceeds from this offering and the sale of the private units, up to $61,200,000 (or $70,380,000 if the underwriters’ over-allotmentoption is exercised in full) will be available to complete our initial business combination and pay related fees and expenses.We intend to complete our initial business combination with a single target business or multiple target businesses simultaneously.However, we may not be able to complete our initial business combination with more than one target business because of variousfactors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statementswith the SEC that present operating results and the financial condition of several target businesses as if they had been operated ona combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject usto numerous economic, competitive, and regulatory developments. Further, we would not be able to diversify our operations or benefitfrom the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete severalbusiness combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success maybe:

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

Ourability to complete a business combination may be impacted by the fact that certain of our sponsors’ limited partners are non-U.S.persons, and a majority of our officers and directors are located in, or have significant ties to, China. This may make us a less attractivepartner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates and making it harder for usto complete an initial business combination with a non-China-based target company.

Certainof our sponsors’ limited partners are non-U.S. persons. In addition, a majority of our directors and officers are located in, orhave significant ties to, China. As a result, we may be a less attractive partner to potential target companies outside the PRC, therebylimiting our pool of acquisition candidates. This would impact our search for a target company and make it harder for us to completean initial business combination with a non-China-based target company. For example, we may not be able to complete an initial businesscombination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and reviewby a U.S. government entity. Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subjectto rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactionsinvolving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the nationalsecurity of the United States. We may be considered a “foreign person” under such rules and regulations and any proposedbusiness combination between us and a U.S. business engaged in a regulated industry or which may affect national security could be subjectto such foreign ownership restrictions and/or CFIUS review.

Thescope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certainnon-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlyingU.S. business. FIRRMA and subsequent implementing regulations that are now in force also subject certain categories of investments tomandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions,we may be unable to consummate a business combination with such business.

Inaddition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing,determine to submit a voluntary notice to CFIUS, or proceed with the initial business combination without notifying CFIUS and then bearthe risk of CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initialbusiness combination, impose conditions to mitigate national security concerns with respect to such initial business combination or orderus to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or preventus from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders.As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may beadversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownershipissues.

Moreover,the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we only have 12 months (or 18 months if weextend the period of time to consummate a business combination) to complete our initial business combination, our failure to obtain anyrequired approvals within the requisite time period may prevent us from completing the transaction and require us to liquidate. If weliquidate, our public shareholders may only receive $10.20 per share initially, and our rights will expire worthless. Our public shareholdersmay also lose the potential investment opportunity in a target company and the opportunity of realizing future gains on such investmentsthrough any price appreciation in the combined company.

RisksRelated to Our Securities

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

Wehave applied to have our units listed on NASDAQ on or promptly after the date of this prospectus and our ordinary shares and rights listedon or promptly after their date of separation. However, we cannot assure you that our securities will be approved for listing or thatthey will continue to be listed on NASDAQ in the future or prior to our initial business combination. In order to continue listing oursecurities on NASDAQ prior to our initial business combination, we must maintain certain financial, distribution and share price levels.Generally, we must maintain a minimum amount in shareholders’ equity (generally $10,000,000) and a minimum number of holders ofour securities (generally 400 public holders). Additionally, in connection with our initial business combination, we will be requiredto demonstrate compliance with NASDAQ’s initial listing requirements, which are more rigorous than NASDAQ’s continued listingrequirements, in order to continue to maintain the listing of our securities on NASDAQ. For instance, our share price would generallybe required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $30 millionand we would be required to have a minimum of 400 round lot holders of our securities. We cannot assure you that we will be able to meetthose 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:

TheNational Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating thesale of certain securities, which are referred to as “covered securities.” Because our units and eventually our ordinaryshares and rights will be listed on NASDAQ, our units, ordinary shares and rights will be covered securities. Although the states arepre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there isa suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securitiesin a particular case. Additionally, certain state securities regulators view blank check companies unfavorably and might use these powers,or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longerlisted on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which we offerour securities.

Wemay issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentiveplan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likelypresent other risks.

Ouramended and restated memorandum and articles of association authorizes the issuance of up to 200,000,000 ordinary shares, par value $0.0001per share and 2,000,000 preference shares, par value $0.0001 per share. Immediately after this offering, there will be 8,070,000 ordinaryshares issued and outstanding (assuming that the underwriters have not exercised their over-allotment option and 225,000 founder shareshave been forfeited as a result). As a result, there will be 191,930,000 unissued ordinary shares available for issuance, which amountdoes not take into account the ordinary shares reserved for issuance upon exercise of any outstanding rights. Immediately after the consummationof this offering, there will be no preference shares issued and outstanding.

Wemay issue a substantial number of additional ordinary shares or preference shares to complete our initial business combination or underan employee incentive plan after completion of our initial business combination. However, our amended and restated memorandum and articlesof association provides, among other things, that prior to our initial business combination, we may not issue additional shares of capitalshare that would entitle the holders thereof to: (i) receive funds from the trust account; or (ii) vote as a class with our public shares.These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restatedmemorandum and articles of association, may be amended with the approval of our shareholders. However, our executive officers and directorshave agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandumand articles of association to (A) modify the substance or timing of our obligation to provide for the redemption of our public sharesin connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial businesscombination within 12 months from the closing of this offering, or if we decide to extend the period of time to consummate our initialbusiness combination, within 18 months from the closing of this offering (as further described in this prospectus) or (B) with respectto any other material provision relating to shareholders’ rights or pre-initial business combination activity, unless we provideour public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price,payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be netof taxes payable), divided by the number of then outstanding public shares.

Theissuance of additional ordinary shares or preference shares:

Wemay issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adverselyaffect our leverage and 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 issue any notes or other debt securities, or to otherwise incur outstandingdebt following this offering, we may choose to incur substantial debt to complete our initial business combination. We have agreedthat we will not incur any indebtedness prior to the business combination unless we have obtained from the lender a waiver of any right,title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-shareamount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects,including:

Thegrant of registration rights to our initial shareholders and EBC may make it more difficult to complete our initial business combination,and the future exercise of such rights may adversely affect the market price of our ordinary shares.

Pursuantto an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, holders of the foundershares, EBC founder shares, private units and any units that may be issued upon conversion of working capital loans may demand that weregister such units and/or underlying securities. We will bear the cost of registering these securities. The registration and availabilityof such a significant number of securities for trading in the public market may have an adverse effect on the market price of our ordinaryshares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude.This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for morecash consideration to offset the negative impact on the market price of our ordinary shares that is expected when the founder shares,EBC founder shares, private units and any units that may be issued upon conversion of working capital loans are registered.

Ourinitial shareholders contributed an aggregate of approximately $25,000, or approximately $0.014 per founder share, 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 right included in the unit) and the pro forma net tangible book value per our ordinary shares after this offering constitutes thedilution to you and the other investors in this offering. Our initial shareholders acquired the founder shares at a nominal price, significantlycontributing to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the rights included in the units,you and the other public shareholders will incur an immediate and substantial dilution of approximately 105.8% or $9.62 per share, assumingno exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per shareof $(0.53) and the deemed offering price of $9.09 per unit.

Ourinitial shareholders paid an aggregate of $25,000 for the founder shares, or approximately $0.14 per founder share. As a result of thislow initial price, our initial shareholders stand to make a substantial profit even if an initial business combination subsequently declinesin value or is unprofitable for our public shareholders.

Asa result of the low acquisition cost of our founder shares, our initial shareholders could make a substantial profit even if we selectand consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable forour public shareholders. Thus, such parties may have more of an economic incentive for us to enter into an initial business combinationwith a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings,than would be the case if such parties had paid the full offering price for their founder shares.

Wemay amend the terms of the rights in a manner that may be adverse to holders with the approval by the holders of at least a majorityof the then outstanding rights.

Ourrights will be issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent,and us. The rights agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguityor correct any defective provision. The rights agreement requires the approval by the holders of at least a majority of the then outstandingrights in order to make any change that adversely affects the interests of the holders of the rights.

Ourrights may have an adverse effect on the market price of our ordinary shares and make it more difficult to complete our initialbusiness combination.

Wewill be issuing rights as part of the units sold in this offering entitling the holders to receive an aggregate of 600,000 ordinary shares(or 690,000 ordinary shares if the over-allotment option is exercised in full). Simultaneously with the closing of this offering, wewill be issuing as part of the private units rights entitling the holders to receive an aggregate of 39,000 ordinary shares (or 43,050ordinary shares if the over-allotment option is exercised in full). In addition, if our initial shareholders or their affiliates makeany working capital loans, up to $1,500,000 of such loans may be converted into working capital units, at the price of $10.00 per unitat the option of the lender. Such working capital units would be identical to the private units sold in the private placement.

Tothe extent we issue ordinary shares to complete a business combination, the potential for the issuance of a substantial number of additionalordinary shares upon conversion of the rights could make us a less attractive acquisition vehicle to a target business. Any such issuancewill increase the number of issued and outstanding ordinary shares and reduce the value of the ordinary shares issued to complete thebusiness combination. Therefore, our rights may make it more difficult to complete a business combination or increase the cost of acquiringthe target business.

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

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 were negotiated between us and the underwriters. In determining the size of this offering, management had discussions with theunderwriters with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably couldraise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the ordinaryshares and the rights underlying the 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.

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

Becausewe 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.

Thefederal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significancetests include target historical and/or pro forma financial statement disclosure. We will include the same financial statement disclosurein connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statementsmay be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United Statesof America, or “GAAP”, or international financial reporting standards as issued by the International Accounting StandardsBoard, or “IFRS”, depending on the circumstances and the historical financial statements may be required to be audited inaccordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesseswe may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statementsin accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

RisksRelated to Our Management

Ourability to successfully complete our initial business combination and to be successful thereafter will be totally dependent upon theefforts of members of our management team, some of whom may join us following our initial business combination. The loss of such peoplecould negatively impact the operations and profitability of our post-combination business.

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

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

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

Membersof our management team may be able to remain with us after the completion of our initial business combination only if they areable to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take placesimultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in theform of cash payments and/or our securities for services they would render to us after the completion of the business combination. Thepersonal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However,we believe the ability of such individuals to remain with us after the completion of our initial business combination will notbe the determining factor in our decision as to whether or not we will proceed with any potential business combination. We cannot assureyou that any members of our management team will remain in senior management or advisory positions with us. The determination as to whetherany members of our management team will remain with us will be made at the time of our initial business combination.

Ourofficers and directors may allocate their time to other businesses and may become officers or directors of other special purpose acquisitioncompanies, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs and whether to presenta target to us instead of our competitors. This conflict of interest could have a negative impact on our ability to complete our initialbusiness combination.

Ourofficers and directors have fiduciary responsibilities to dedicate substantially all their business time to their respective affairsand their respective employers. Additionally, These responsibilities may result in a conflict of interest in allocating their time betweenour operations and our search for a business combination and their other businesses, including other business endeavors for which heor she may be entitled to substantial compensation. Na Gai, our Chairwoman, is a director of Flag Ship Acquisition Corp., a blank checkcompany like our company that has filed a registration statement for its initial public offering. Additionally, Dr. Jing Lu, our ChiefFinancial Officer, is Chief Financial Officer of Keyarch Acquisition Corporation, a blank check company like our company seeking to consummatean initial business combination. We do not intend to have any full-time employees prior to the completion of our initial business combination.If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairsin excess of their current commitment levels, it could limit their ability to devote time to our affairs; or if they have fiduciary dutyto present a target company to our competitor instead of us, which may have a negative impact on our ability to complete our initialbusiness combination. For a complete discussion of our officers’ and directors’ other business affairs, please see the sectionof this prospectus entitled “Management — Conflicts of Interest.”

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

Followingthe completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifyingand combining with one or more businesses. As indicated above, Ms. Gai is a director of another blank check company like our companyseeking to consummate its initial public offering and Dr. Jing Lu is currently an officer of another blank check company seeking to consummatean initial business combination. Our other officers and directors may become affiliated with entities (such as operating companies orinvestment vehicles) that are engaged in a similar business. Our officers and directors also may become aware of business opportunitieswhich may be appropriate for presentation to us and the other entities in the future to which they owe certain fiduciary or contractualduties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentationto us. Our amended and restated memorandum and articles of association provides that we renounce our interest in any corporate opportunityoffered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a directoror officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise bereasonable for us to pursue. For a complete discussion of our officers’ and directors’ business affiliations and the potentialconflicts of interest that you should be aware of, please see the sections of this prospectus entitled “Management — Officers,Directors and Director Nominees,” “Management — Conflicts of Interest” and “Certain Relationships and RelatedParty Transactions.”

Ourinitial shareholders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

Wehave not adopted a policy that expressly prohibits our initial shareholders or their respective 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. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activitiesof the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

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

Inlight of the involvement of our officers and directors with other entities, we may decide to acquire one or more businesses affiliatedwith our initial shareholders or their respective affiliates. Our initial shareholders are not currently aware of any specific opportunitiesfor us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminarydiscussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, ortargeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entitymet our criteria for a business combination as set forth in the section of this prospectus entitled “Proposed Business —Sources of Target Businesses” and such transaction was approved by a majority of our independent directors. Despite our agreementto obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions,regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or internationalbusinesses affiliated with our initial shareholders or their respective affiliates, 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.

Sinceour initial shareholders will lose their entire investment in us if our initial business combination is not completed, a conflictof interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

Oursponsors have acquired an aggregate 1,725,000 founder shares for an aggregate purchase price of $25,000. Prior to this initial investmentin our company, we had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectationthat such founder shares would represent 20% of the outstanding shares after this offering (excluding the private shares and the EBCfounder shares). The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsorsand EBC have committed to purchase an aggregate of 390,000 private units (or 430,500 private units if the over-allotment option is exercisedin full) at a price of $10.00 per unit (approximately $3,900,000 in the aggregate, or $4,305,000 if the over-allotment option is exercisedin full) in a private placement that will close simultaneously with the closing of this offering. The founder shares and private unitswill be worthless if we do not complete an initial business combination. Our initial shareholders have agreed (A) to vote any sharesowned by them in favor of any proposed business combination and (B) not to redeem any founder shares or private shares in connectionwith a shareholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our initial shareholders.The personal and financial interests of our initial shareholders may influence their motivation in identifying and selecting a targetbusiness combination, completing an initial business combination, and influencing the operation of the business following the initialbusiness combination.

Ourinitial shareholders and other insiders may exert a substantial influence on actions requiring a shareholder vote, potentially in a mannerthat you do not support.

Uponthe closing of this offering, our initial shareholders will own founder shares representing 20% of our issued and outstanding ordinaryshares (excluding the private shares and the EBC founder shares and assuming they do not purchase any units in this offering). Simultaneouslywith the closing of this offering, we will be issuing in 390,000 private units (or up to 430,500 private units if the underwriters’over-allotment option is exercised in full) to our sponsors and EBC and their designees. Accordingly, our initial shareholders and theiraffiliates may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support,including amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions.If our initial shareholders purchase any units in this offering or if they purchase any additional ordinary shares in the aftermarketor in privately negotiated transactions, this would increase their control. Factors that would be considered in making such additionalpurchases would include consideration of the current trading price of our ordinary shares. In addition, our board of directors, whosemembers were elected by certain of our initial shareholders, is and will be divided into three classes, each of which will generallyserve for a term of three years with only one class of directors being elected in each year. We may not hold an annual meeting of shareholdersto elect new directors prior to the completion of our initial business combination, in which case all of the current directorswill continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence ofour “staggered” board of directors, only a minority of the board of directors will be considered for election and our initialshareholders, because of their ownership position, will have considerable influence regarding the outcome.

PostBusiness Combination Risks

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

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

Oursuccess will ultimately depend upon market acceptance of our products and services, our ability to develop and commercialize existingand new products and services and generate revenues, and our ability to identify new markets for its technology.

Ultimately,our success will depend on the acceptance of our products and services in the target markets. We are faced with the risk that the marketplacewill not be receptive to our products and services over competing products and that we will be unable to compete effectively. We willface challenges of developing (or acquiring externally-developed) technology solutions that are adequate and competitive in meeting therequirements of next-generation design challenges.

Wecannot assure investors that the products and services of the company with which we conduct a business combination, or any future productsand services will gain broad market acceptance. If the market for our products and services fails to develop or develops more slowlythan expected, or if any of the services and standards supported by us do not achieve or sustain market acceptance, our business andoperating results would be materially and adversely affected.

Ifwe fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations and paymentmethods, demand for product enhancements, new product features, and changing business needs, requirements or preferences, our productsmay become less competitive.

Regardlessof our target business’ industry, it will likely be subject to ongoing technological change, evolving industry standards, changingregulations, and changing customer needs, requirements, and preferences. The success of our business will depend, in part, on our abilityto adapt and respond effectively to these changes on a timely basis, including launching new products and services. The success of anynew product and service, or any enhancements, features, or modifications to existing products and services, depends on several factors,including the timely completion, introduction, and market acceptance of such products and services, enhancements, modifications, andnew product features. If we are unable to enhance our products or develop new products that keep pace with technological and regulatorychange and changes in customer preferences and achieve market acceptance, or if new technologies emerge that are able to deliver competitiveproducts and services at lower prices, more efficiently, more conveniently, or more securely than our products, our business, operatingresults and financial condition would be adversely affected. Furthermore, modifications to our existing platform, products, or technologywill increase our research and development expenses. Any failure of our products and services to operate effectively could reduce thedemand for our services, result in customer dissatisfaction and adversely affect our business.

Technologyplatforms may not operate properly or as we expect it to operate.

Technologyplatforms are expensive and complex, their continuous development, maintenance and operation may entail unforeseen difficulties includingmaterial performance problems or undetected defects or errors. We may encounter technical obstacles, and it is possible that we may discoveradditional problems that prevent our technology from operating properly. If our platform does not function reliably, we may not be ableto provide any products or services. Errors could also cause customer dissatisfaction with us, which could cause customers to stop purchasingor working with us. Any of these eventualities could result in a material adverse effect on our business, results of operations and financialcondition.

Newor changing technologies, could cause a disruption in our business model, which may materially impact our results of operations and financialcondition.

Ifwe fail to anticipate the impact on our business of changing technology, our ability to successfully operate may be materially impaired.Our business could also be affected by potential technological changes. Such changes could disrupt the demand for products from currentcustomers, create coverage issues or impact the frequency or severity of losses, or reduce the size of the ultimate market, causing ourbusiness to decline. We may not be able to respond effectively to these changes, which could have a material effect on our results ofoperations and financial condition.

Wemay face additional and distinctive risks if we acquire a business in certain industries, such as technology.

Businesscombinations with businesses in certain industries, such as technology, may involve special considerations and risks. If we completeour initial business combination with a technology business, we will be subject to the following risks, any of which could be detrimentalto us and the business we acquire:

Anyof the foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifyingprospective target businesses will not be limited to technology businesses. Accordingly, if we acquire a target business in another industry,these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we operateor target business which we acquire, none of which can be presently ascertained.

RisksRelated to Acquiring and Operating a Business Outside of the United States

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

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

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

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

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

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

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

Theeconomic, political, and social conditions, as well as government policies, of the country in which our potential target’s operationsare located could affect our business. The economy in such target’s country may differ greatly from the economies of most developedcountries in many respects. Such country’s economic growth may be uneven, both geographically and among various sectors of theeconomy, and such growth may not be sustained in the future. If in the future such target’s country’s economy experiencesa downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demandfor spending in certain industries could materially and adversely affect the ability of that target business to become profitable afterour initial business combination.

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

Generalcorporate governance standards in some countries are weak in that they do not prevent certain business practices may be harmful to anoperating business. Local laws often do not go far enough to prevent improper business practices. In our evaluation of a business combinationwe will have to evaluate the corporate governance of a target and the business environment, and in accordance with United States lawsfor reporting companies take steps to implement practices that will cause compliance with all applicable rules and accounting practices.Notwithstanding these intended efforts, there may be endemic practices and local laws that could add risk to an investment we ultimatelymake and that result in an adverse effect on our operations and financial results.

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

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

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

Wemay be subject to certain risks associated with acquiring and operating a business in the PRC in our search for a business combinationand operation of any target business with which we ultimately consummate a business combination.

First,certain rules and regulations concerning mergers and acquisitions by foreign investors in the PRC may make merger and acquisition activitiesby foreign investors more complex and time consuming, including, among others:

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

Inaddition, the PRC currently prohibits and/or restricts foreign ownership in certain “restricted industries,” including butnot limited to, for example, certain value added telecommunications services. There is no assurance that the PRC government will notapply restrictions in other industries. If we decide to consummate our initial business combination with a target business based in andprimarily operating in China, the combined company may face various legal and operational risks and uncertainties after the businesscombination. We will not consummate our initial business combination with an entity or business with China operations consolidated througha VIE structure. As a result, the prohibitions and/or restrictions of foreign ownership in certain “restricted industries”may limit the pool of acquisition candidates we may acquire in China.

Ourpotential future subsidiaries and affiliated entities or acquisitions of offshore entities that conduct operations through affiliatesin the PRC may be subject to a high level of scrutiny by the relevant tax authorities.

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

PRCregulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiariesand Chinese subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or ourPRC resident beneficial owners to liability and penalties under PRC laws.

InJuly 2014, the State Administration of Foreign Exchange of the PRC, or “SAFE” promulgated the Circular on Relevant IssuesConcerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through SpecialPurpose Vehicles, or “SAFE Circular 37”. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporateentities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration purpose) to register withSAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicableto our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. Under SAFE Circular37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshorespecial purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition, any PRCresident who is a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch of SAFEwith respect to that SPV, to reflect any material change, including, among other things, any major change of a PRC resident shareholder,name or term of operation of the SPVs, or any increase or reduction of the SPVs’ registered capital, share transfer or swap, mergeror division. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registrationwith the local branch of SAFE. If any PRC shareholder of such SPV fails to make the required registration or to update the previouslyfiled registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capitalreduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributionsinto its subsidiary in China. On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange AdministrationPolicy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreignexchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required underSAFE Circular 37, will be filed with qualified banks instead of SAFE or its branches. The qualified banks will directly examine the applicationsand accept registrations under the supervision of SAFE.

Wecannot provide assurance that our shareholders that are PRC residents comply with all of the requirements under SAFE Circular 37 or otherrelated rules. Failure or inability of our PRC resident shareholders to comply with the registration procedures set forth in these regulationsmay subject us to fines and legal sanctions, restrict our cross-border investment activities, limit the ability of our wholly foreign-ownedsubsidiary in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us, andwe may also be prohibited from injecting additional capital into the subsidiary. Moreover, failure to comply with the various foreignexchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchangerestrictions. As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected.

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

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

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

OnJune 24, 2022, the Decision of the Standing Committee of the National People’s Congress to Amend the Antitrust Law of the People’sRepublic of China, or the “Decision to Amend the Antitrust Law,” was adopted and became effective on August 1, 2022. TheDecision to Amend the Antitrust Law strengthens the regulation on the internet platforms, requiring that companies shall not use dataand algorithms, technologies, capital advantages, platform rules and other means to engage in monopolistic conduct and also escalatesthe administrative penalties for monopolistic conduct and for the failure to notify the antitrust agencies on proposed transactions thatwill lead to concentration of businesses. The State Council Antitrust Enforcement Agency may order to reinstate the original status priorto the concentration and impose a fine on the operators. Since such provisions are relatively new, uncertain still remains as to theinterpretation and implementation of such laws and regulations. The business combination we contemplate may be considered the concentrationof business operators, and to the extent required by the Antitrust Law and the criteria established by the State Council, we must filewith the antitrust authority under the PRC State Council prior to conducting the contemplated business combination. If the antitrustauthority decides not to further investigate whether the contemplated business combination has the effect of precluding or impeding competitionor fails to make a decision within 30 days from receipt of relevant materials, we may proceed to consummate the contemplated businesscombination. If antitrust authority decides to prohibit the contemplated business combination after further investigation, we must terminatesuch business combination and would then be forced to either attempt to complete a new business combination or we would be required toreturn any amounts which were held in the trust account to our shareholders. When we evaluate a potential business combination, we willconsider the need to comply with the Antitrust Law and other relevant regulations which may limit our ability to effect an acquisitionor may result in our modifying or not pursuing a particular transaction. Since our initial business combination period is within12 months from the closing of this offering, or if we decide to extend the period of time to consummate our initial business combination,within 18 months from the closing of this offering (as further described in this prospectus), and the approval process may take a periodlonger than we expect before we enter into a definitive agreement with a target company, we may be unable to complete a business combinationwithin 12 months from the closing of this offering, or if we decide to extend the period of time to consummate our initial businesscombination, within 18 months from the closing of this offering (as further described in this prospectus).

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

SAFEpromulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlementof Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the RelevantOperating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-InvestedEnterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administrationof Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administrationof Certain Capital Account Foreign Exchange Businesses. According to Circular 19, the flow and use of the RMB capital converted fromforeign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used forthe issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferredto a third party. Although Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-investedenterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominatedcapital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclearwhether SAFE will permit such capital to be used for equity investments in the PRC in actual practice. SAFE promulgated the Notice ofthe State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of CapitalAccount, or Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in Circular 19, but changes the prohibitionagainst using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrustedloans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of Circular 19 and Circular16 could result in administrative penalties.

Assuch, Circular 19 and Circular 16 may significantly limit our ability to transfer the proceeds of this offering to a PRC target companyand the use of such proceeds by the PRC target company. In addition, following our initial business combination with a PRC target company,we will be subject to the PRC’s rules and regulations on currency conversion. In the PRC, the SAFE regulates the conversion ofthe Renminbi into foreign currencies. Currently, Foreign Invested Enterprises (“FIEs”) are required to apply to the SAFEfor “Foreign Exchange Registration Certificates for FIEs.” Following our initial business combination, we will likely bean FIE as a result of our ownership structure. With such registration certificates, which need to be renewed annually, FIEs are allowedto open foreign currency accounts including a “basic account” and “capital account.” Currency conversion withinthe scope of the “basic account,” such as remittance of foreign currencies for payment of dividends, can be effected withoutrequiring the approval of the SAFE. However, conversion of currency in the “capital account,” including capital items suchas direct investment, loans and securities, still require approval of the SAFE.

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

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

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

TheSecurity Review Regulations and the New FISR Measures will potentially subject a large number of mergers and acquisitions transactionsby foreign investors in China to an additional layer of regulatory review. Currently, there is significant uncertainty as to the implicationof the Security Review Regulations and the New FISR Measures. Complying with the requirements of the above-mentioned regulations andother relevant rules to complete such transactions could be time-consuming, and any required approval processes may delay or inhibitour ability to complete our potential initial business combination, and we may have to spend additional resources and incur additionaltime delays to complete any such acquisition. There is no guarantee that we can receive such approval in a timely manner, and we mayalso be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments willresult in a significant national security issue. If obtained, since our initial business combination period is 12 months fromthe closing of this offering, or if we decide to extend the period of time to consummate our initial business combination, 18months from the closing of this offering (as further described in this prospectus), and the approval process may take a period longerthan we expect before we enter into a definitive agreement with a target company, we may be unable to complete a business combinationwithin 12 months from the closing of this offering, or if we decide to extend the period of time to consummate our initial businesscombination, within 18 months from the closing of this offering (as further described in this prospectus).

Ourinitial business combination may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection,and we may have to spend additional resources and incur additional time delays to complete any such business combination or be preventedfrom pursuing certain investment opportunities.

Ourinitial business combination may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer ofconfidential and private information, such as personal information and other data. These laws continue to develop, and the PRC governmentmay adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.

Pursuantto the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7,2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructureoperator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchasesinternet products and services that affects or may affect national security, it should be subject to cybersecurity review by the CAC.In April 2020, the CAC and certain other PRC regulatory authorities promulgated the Measures for Cybersecurity Review, which requiresthat operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and serviceswhich do or may affect national security. On January 4, 2022, the CAC, in conjunction with 12 other government departments, issued theNew Measures for Cybersecurity Review (the “New Measures”). The New Measures, which became effective on February 15, 2022,amend the Measures for Cybersecurity Review (Draft Revision for Comments) released on July 10, 2021. The New Measures require that certainoperators of data processing activities that affect or may affect national security or that handle personal information of more thanone million users must apply for cybersecurity review to the Cybersecurity Review Office when they go public abroad. The PRC Data SecurityLaw, which took effect on September 1, 2021, imposes data security and privacy obligations on entities and individuals that carry outdata activities, provides for a national security review procedure for data activities that may affect national security and imposesexport restrictions on certain data and information.

If,for example, our potential initial business combination is with a target business operating in the PRC and if the aforementioned lawsand regulations mandate clearance of cybersecurity review and other specific actions to be completed by the target business, we may faceuncertainties as to whether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such acquisition.Cybersecurity review could also result in negative publicity with respect to our initial business combination and diversion of our managerialand financial resources. There is no guarantee that we can receive such approval in a timely manner, and we may also be prevented frompursuing certain investment opportunities if the PRC government considers that the potential investments will result in a significantnational security issue. If obtained, since our initial business combination period is 12 months from the closing of this offering,or if we decide to extend the period of time to consummate our initial business combination, 18 months from the closing of thisoffering (as further described in this prospectus), and the approval process may take a period longer than we expect before we enterinto a definitive agreement with a target company, we may be unable to complete an initial business combination within 12 monthsfrom the closing of this offering, or if we decide to extend the period of time to consummate our initial business combination,within 18 months from the closing of this offering (as further described in this prospectus).

Inlight of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreignexchange, some internet and technology companies, may not be willing to list on a U.S. exchange or enter into a definitive business combinationagreement with us. Further, we may also have to avoid a business combination with a company with more than one million users’ personalinformation in China due to the limited timeline for us to complete a business combination.

Companiesin China are subject to various risks and costs associated with the collection, use, sharing, retention, security, and transfer of confidentialand private information, such as personal information and other data. This data is wide ranging and relates to our investors, employees,contractors and other counterparties and third parties. If we decide to initiate a business combination with a company in China, ourcompliance obligations include those relating to the Data Protection Act (As Revised) Cayman Islands and the relevant PRC laws in thisregard. Non-compliance could result in penalties, delays affecting our ability to timely consummate a business combination, or othersignificant legal liabilities.

ThesePRC laws apply not only to third-party transactions, but also to transfers of information between a holding company and its subsidiaries.These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. These laws may have a materialadverse affect on companies in the PRC being willing to complete a business combination with us, may make it more difficult for us toidentify a PRC based company with which to consummate a business combination, and may materially narrow the selection of companies availablein the PRC from which we could otherwise complete a business combination without material adverse affects in the absence of the CAC datasecurity restrictions, rules, and regulations.

Ifwe make equity compensation grants to persons who are PRC citizens, they may be required to register with the SAFE. We may also faceregulatory uncertainties that could restrict our ability to adopt equity compensation plans for our directors and employees and otherparties under PRC laws.

OnFebruary 15, 2012, SAFE issued the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participatingin Share Incentive Plans of Overseas Publicly-Listed Companies, or the Share Option Rules. Under the Share Option Rules, PRC residentswho are granted shares or share options by companies listed on overseas stock exchanges under share incentive plans are required to (i)register with SAFE or its local branches, (ii) retain a qualified PRC agent, which may be a PRC subsidiary of the overseas listed companyor another qualified institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect tothe share incentive plans on behalf of the participants, and (iii) retain an overseas institution to handle matters in connection withtheir exercise of share options, purchase and sale of shares or interests and funds transfers.

Uponconsummation of business combination with a PRC Target Company, we may adopt an equity incentive plan and make share option grants underthe plan to our officers, directors and employees, whom may be PRC citizens and be required to register with SAFE. If it is determinedthat any of our equity compensation plans are subject to the Share Option Rules, failure to comply with such provisions may subject usand participants of our equity incentive plan who are PRC citizens to fines and legal sanctions and prevent us from being able to grantequity compensation to our PRC employees. In that case, our ability to compensate our employees and directors through equity compensationwould be hindered and our business operations may be adversely affected.

Enhancedscrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursuein the future.

OnFebruary 3, 2015, the State Administration of Taxation issued the Circular on Issues of Enterprise Income Tax on Indirect Transfers ofAssets by Non-PRC Resident Enterprises, or SAT Circular 7. SAT Circular 7 extends its tax jurisdiction to transactions involving thetransfer of taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Circular 7 has introducedsafe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Circular 7also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxableassets. On October 17, 2017, the State Administration of Taxation issued the Circular on Issues of Withholding of Income Tax of Non-residentEnterprises at Source, or SAT Circular 37, which came into effect on December 1, 2017. SAT Circular 37 further clarifies the practiceand procedure of the withholding of non-resident enterprise income tax.

Wherea non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, whichis known as an indirect transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly ownsthe taxable assets, may report such indirect transfer to the relevant tax authority. Using a “substance over form” principle,the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and wasestablished for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may besubject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withholdthe applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferorand the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor failsto pay the taxes.

Weface uncertainties as to the reporting and other implications of future transactions where PRC taxable assets are involved, such as offshorerestructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing obligations or taxedif our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in suchtransactions, under SAT Circular 7 or SAT Circular 37. As a result, we may be required to expend valuable resources to comply with SATCircular 7 or SAT Circular 37 or to establish that our company should not be taxed under these circulars, which may have a material adverseeffect on our financial condition and results of operations..

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

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

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

Assuch, the post-combination entity’s business segments may be subject to various government and regulatory interference in the provincesin which they operate. The post-combination entity could be subject to regulation by various political and regulatory entities, includingvarious local and municipal agencies and government sub-divisions. We and our post-combination entity may incur increased costs necessaryto comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

Furthermore,it is uncertain when and whether we and our post-combination entity will be required to obtain permission from the PRC government tolist on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although weare currently not required to obtain permission from any of the PRC federal or local government and have not received any denial to liston the U.S. exchange, our post-combination operations could be adversely affected, directly or indirectly, by existing or future lawsand regulations relating to our business or industry.

PRClaws and regulations governing our post-combination entity’s business operations are sometimes vague and uncertain and any changesin such laws and regulations may impair our ability to operate profitably.

Thereare substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,the laws and regulations governing the post-combination entity’s business and the enforcement and performance of its arrangementswith customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and theirofficial interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted lawsor regulations, including amendments to existing laws and regulations, may be delayed, and the post-combination entity’s businessmay be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understandingof these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our post-combination entity’sbusiness.

ThePRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civillaw system may be cited for reference but have limited precedential value. Since these laws and regulations are relatively new and thePRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and theenforcement of these laws, regulations and rules involves uncertainties.

In1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. Theoverall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreigninvestments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations maynot sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws andregulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementingstatutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and thelevel of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our abilityto enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolouslegal actions or threats in attempts to extract payments or benefits from us.

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

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

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

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

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

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

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

Becauselaws, regulations, or policies in the PRC could change rapidly in the future, any future action by the PRC government expanding the categoriesof industries, persons and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantlylimit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securitiesto significantly decline or be worthless. Since none of our officers and directors has engaged in data activities or the processing ofpersonal information in China, we believe our officers and directors are in full compliance with the regulations and policies that havebeen issued by the CAC to date.

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

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

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

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

OnFebruary 17, 2023, the CSRC promulgated the Trial Administrative Measures and five supporting guidelines, which became effective on March31, 2023. According to the Trial Administrative Measures, among other requirements, (a) domestic companies that seek to offer or listsecurities overseas, both directly and indirectly, must comply with the filing procedures of the Trial Administrative Measures with theCSRC. If the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseasoffering and listing by a domestic company and be required to comply with the filing procedures: (i) any of the total assets, net assets,revenues or profits of the domestic operating entities of the issuer in the most recent fiscal year accounts for more than 50% of thecorresponding figure in the issuer’s audited consolidated financial statements for the same period; or (ii) its major operationalactivities are carried out in China or its main places of business are located in China, or the senior managers in charge of operationand management of the issuer are mostly Chinese citizens or are domiciled in China. If a domestic company fails to complete the filingprocedure, such domestic company may be subject to administrative penalties.

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

Asof the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offeringfrom the CSRC or any other PRC governmental authorities.

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

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

InApril 2020, the CAC and certain other PRC regulatory authorities promulgated the Measures for Cybersecurity Review, which requires thatoperators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services whichdo or may affect national security. On January 4, 2022, the CAC, in conjunction with 12 other government departments issued the New Measuresfor Cybersecurity Review (the “New Measures”). The New Measures, which became effective on February 15, 2022, amends theMeasures for Cybersecurity Review (Draft Revision for Comments) released on July 10, 2021. The New Measures require that certain operatorsof data processing activities that affect or may affect national security or that handle personal information of more than one millionusers must apply for cybersecurity review to the Cybersecurity Review Office when they go public abroad. The PRC Data Security Law, whichtook effect on September 1, 2021, imposes data security and privacy obligations on entities and individuals that carry out data activities,provides for a national security review procedure for data activities that may affect national security and imposes export restrictionson certain data and information. On August 20, 2021, the Standing Committee of the People’s Congress promulgated the PRC PersonalInformation Protection Law (the “PIPL”), which is took effect on November 1, 2021. The PIPL sets out the regulatory frameworkfor the handling and protection of personal information and the transmission of personal information overseas. If our potential futuretarget business in China involves collecting and retaining internal or customer data, such target might be subject to the relevant cybersecuritylaws and regulations, including the PRC Cybersecurity Law and the PIPL, and the cybersecurity review before effecting a business combination.The cybersecurity review might impact the timetable of our initial business combination and the certainty of our initial business combination,if the target company we have identified is subject to the aforementioned cybersecurity related laws and regulations.

TheM&A Rules and certain other People’s Republic of China regulations establish complex procedures for some acquisitions of Chinesecompanies by foreign investors, which could make it more difficult for us to pursue an acquisition in China.

TheM&A Rules and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirementsthat could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in someinstances that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRCdomestic enterprise. Moreover, the Antitrust Law requires that the Antitrust Bureau of the State Administration for Market Regulationand other antitrust agencies shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. Inaddition, the Measures for the Security Review of Foreign Investments (the “New FISR Measures”) issued by the NDRC and MOFCOMthat became effective in January 18, 2021specify that mergers and acquisitions by foreign investors that raise “national defenseand security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domesticenterprises that raise “national security” concerns are subject to strict review by the office of the working mechanism,and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxyor contractual control arrangement. In the future, we may acquire a complementary business. Complying with the requirements of the above-mentionedregulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, includingobtaining approval from the office of the working mechanism or its local counterparts may delay or inhibit our ability to complete suchtransactions, which could affect our ability to complete our initial business combination.

Substantialuncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact our abilityto pursue an acquisition in China.

OnMarch 15, 2019, the PRC National People’s Congress approved the Foreign Investment Law, which came into effect on January 1, 2020and replaces the trio of existing laws regulating foreign investment in the PRC, namely, the Sino-Foreign Equity Joint Venture EnterpriseLaw, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-Invested Enterprise Law, together with their implementationrules and ancillary regulations and become the legal foundation for foreign investment in the PRC. Meanwhile, the Implementation Regulationof the Foreign Investment Law and the Measures for Reporting of Information on Foreign Investment came into effect as of January 1, 2020,which clarified and elaborated the relevant provisions of the Foreign Investment Law.

TheForeign Investment Law sets out the basic regulatory framework for foreign investments and proposes to implement a system of pre-entrynational treatment with a negative list for foreign investments, pursuant to which (i) foreign entities and individuals are prohibitedfrom investing in the areas that are not open to foreign investments, (ii) foreign investments in the restricted industries must satisfycertain requirements under the law, and (iii) foreign investments in business sectors outside of the negative list will be treated equallywith domestic investments. The Foreign Investment Law also sets forth necessary mechanisms to facilitate, protect and manage foreigninvestments and proposes to establish a foreign investment information reporting system, through which foreign investors or foreign-investedenterprises are required to submit initial report, report of changes, report of deregistration and annual report relating to their investmentsto the Ministry of Commerce, or MOFCOM, or its local branches.

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

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

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

China’seconomic, political and social conditions, as well as changes in any government policies, laws, and regulations, could have a materialadverse effect on our business.

Ifwe effect our initial business combination with a business located in the PRC, a substantial portion of our operations may be conductedin China, and a significant portion of our net revenues may be derived from customers where the contracting entity is located in China.Accordingly, after our initial business combination, our business, financial condition, results of operations, prospects, and certaintransactions we may undertake may be subject, to a significant extent, to economic, political, and legal developments in China.

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

AlthoughChina’s economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC governmentcontinues to play a significant role in regulating industry development by imposing industrial policies. Changes in any of these policies,laws and regulations could adversely affect the economy in China and could have a material adverse effect on our business.

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

Ifwe merge with a China-based operating company, then PRC regulation on loans to, and direct investment in, PRC entities by offshore holdingcompanies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capital contributionsto the PRC entity, if any, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Weare an exempted company incorporated in the Cayman Islands with limited liability structured as a blank check company and may conductour operations in China through a PRC entity. As permitted under PRC laws and regulations, we may make loans to our PRC entity subjectto the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our PRC entity.Furthermore, loans by us to our PRC entity to finance its activities cannot exceed the difference between their respective total projectinvestment amount and registered capital or 2.5 times of their net worth and capital contributions to our PRC entity will be subjectto the requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System and registrationwith other governmental authorities in China.

TheSAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlementof Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the RelevantOperating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-InvestedEnterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administrationof Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administrationof Certain Capital Account Foreign Exchange Businesses. According to Circular 19, the flow and use of the RMB capital converted fromforeign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used forthe issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of bank loans that have been transferredto a third party. Although Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-investedenterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominatedcapital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclearwhether the SAFE will permit such capital to be used for equity investments in the PRC in actual practice. The SAFE promulgated the Noticeof the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of CapitalAccount, or Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in Circular 19, but changes the prohibitionagainst using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrustedloans to a prohibition against using such capital to grant loans to non-associated enterprises. Violations of Circular 19 and Circular16 could result in administrative penalties. Circular 19 and Circular 16 may significantly limit our ability to transfer any foreigncurrency we hold, including the net proceeds from this offering, to our PRC entity, which may adversely affect our liquidity and ourability to fund and expand our business in the PRC.

Inlight of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holdingcompanies, and the fact that the PRC government may at its discretion restrict access to foreign currencies for current account transactionsin the future, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary governmentapprovals on a timely basis, if at all, with respect to future loans by us to our PRC entity or with respect to future capital contributionsby us to our PRC entity. If we merge with a China-based operating company, and if we fail to complete such registrations or obtain suchapprovals, our ability to use the proceeds from this offering and to capitalize or otherwise fund our PRC operations may be negativelyaffected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

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

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

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

Inaddition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicableto dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treatiesor arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprisesare incorporated.

Governmentalcontrol of currency conversion may limit our ability to utilize our net revenue effectively and affect the value of your investment.

Followingour initial business combination with a PRC target company, we will be subject to the PRC’s rules and regulations on currency conversion.In the PRC, the SAFE regulates the conversion of the Renminbi into foreign currencies. The PRC government imposes controls on the convertibilityof the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China.

UnderPRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade andservice-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certainprocedural requirements. Under existing exchange restrictions, without prior approval of SAFE, cash generated from PRC subsidiaries inChina may be used to pay dividends.

However,approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currencyand remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC governmentmay at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange controlsystem prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not pay dividends inforeign currencies to our shareholders.

PRCregulatory authorities could impose further restrictions on the convertibility of the Renminbi. Any future restrictions on currency exchangesmay limit our ability to use the proceeds of this offering in an initial business combination with a PRC target company and the use ourcash flow for the distribution of dividends to our shareholders or to fund operations we may have outside of the PRC.

Ifwe merge with a China-based operating company, then there are significant uncertainties under the PRC Enterprise Income Tax Law relatingto the withholding tax liabilities of the PRC entity, and dividends payable by the PRC entity to our offshore entity may not qualifyfor certain treaty benefits.

Underthe PRC Enterprise Income Tax Law (“PRC EIT Law”) and its implementation rules, if following our initial business combinationwe are a non-resident enterprise, that is, an enterprise lawfully incorporated pursuant to the laws of a foreign country (region) thathas an office or premises established in China with no actual management functions performed in China, or an enterprise that has incomederived from or accruing in China although it does not have an office or premises in China, will be subject to a withholding tax rateof 10%. Under the Notice of the State Administration of Taxation on Issues regarding the Administration of the Dividend Provision inTax Treaties promulgated on February 20, 2009, the taxpayer needs to satisfy certain conditions to utilize the benefits under a tax treaty,including but not limited to (1) the taxpayer must be the beneficial owner of the relevant dividends, and (2) the corporate shareholderto receive dividends from the PRC entity must have continuously met the direct ownership thresholds during the 12 consecutive monthspreceding the receipt of the dividends. Further, under Announcement of the State Administration of Taxation on Issues Relating to “BeneficialOwner” in Tax Treaties, which took effect on April 1, 2018, a “Beneficial Owner” shall mean a person who has ownershipand control over the income and the rights and property from which the income is derived. To determine the “beneficial owner”status of a resident of the treaty counterparty who needs to take advantage of the tax treaty benefits, a comprehensive analysis shallbe carried out, taking into account actual conditions of the specific case.

Entitlementto a lower tax rate on dividends according to tax treaties or arrangements between the PRC central government and governments of othercountries or regions is subject to Announcement of State Taxation Administration on Promulgation of the Administrative Measures on Non-residentTaxpayers Enjoying Treaty Benefits, or Circular 35. Circular 35 provides that non-resident enterprises are not required to obtain pre-approvalfrom the relevant tax authority in order to enjoy the reduced withholding tax. Instead, non-resident enterprises and their withholdingagents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly applythe reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subjectto post-tax filing examinations by the relevant tax authorities.

Inaddition, in response to the persistent capital outflow in China and the RMB’s depreciation against the U.S. dollar in the fourthquarter of 2016, the People’s Bank of China and SAFE promulgated a series of capital control measures in the subsequent months,including stricter vetting procedures for domestic companies to remit foreign currency for overseas investments, dividends payments andshareholder loan repayments. The PRC government may continue to strengthen its capital controls, and more restrictions and substantialvetting process may be put forward by SAFE for cross-border transactions falling under both the current account and the capital account.Any limitation on the ability of us to pay dividends or make other kinds of payments to us following our initial business combinationcould materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business,pay dividends, or otherwise fund and conduct our business.

U.S.laws and regulations, including the Holding Foreign Companies Accountable Act and Accelerating Holding Foreign Companies AccountableAct, may restrict or eliminate our ability to complete a business combination with certain companies.

Futuredevelopments in U.S. laws may restrict our ability or willingness to complete certain business combinations with companies. For instance,the recently enacted HFCAA would restrict our ability to consummate a business combination with a target business unless that businessmet certain standards of the PCAOB and would require delisting of a company from U.S. national securities exchanges if the PCAOB is unableto inspect its public accounting firm for three consecutive years. The HFCAA also requires public companies to disclose, among otherthings, whether they are owned or controlled by a foreign government, specifically, those based in China. Furthermore, on June 22, 2021,the U.S. Senate passed the AHFCAA, which, if signed into law, would amend the HFCAA and require the SEC to prohibit an issuer’ssecurities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years insteadof three consecutive years.

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

OnMarch 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirementsof the HFCAA. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year undera process to be subsequently established by the SEC. On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. Houseof Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitionsunder the HFCAA from three years to two.

OnNovember 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies AccountableAct. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether it is unable to inspector investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one ormore authorities in that jurisdiction.

OnDecember 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HoldingForeign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an auditreport issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect orinvestigate completely because of a position taken by an authority in foreign jurisdictions.

OnDecember 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registeredpublic accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by Chinese authorities in thosejurisdictions. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills itsresponsibilities under the HFCAA. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subjectto the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively.

OnAugust 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Financeof the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquarteredin mainland China and Hong Kong completely, consistent with U.S. law. The Statement of Protocol gives the PCAOB sole discretion to selectthe firms, audit engagements and potential violations it inspects and investigates and put in place procedures for PCAOB inspectors andinvestigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed. Inaddition, the Statement of Protocol grants the PCAOB direct access to interview and take testimony from all personnel associated withthe audits the PCAOB inspects or investigates. While significant, uncertainties still exist as to how the Statement of Protocol willbe implemented and whether the applicable parties will comply with the framework.

Ourauditor UHY LLP is headquartered in New York, NY, and was not identified in the PCAOB’s report as a firm subject to the PCAOB’sdetermination. However, if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because ofa position taken by an authority in a foreign jurisdiction (including, without limitation, PRC government), we will be required by theHCFAA and, if enacted, the AHFCAA, to delist from Nasdaq because the PCAOB is unable to conduct inspections on such auditor, and oursecurities are unable to be listed on another securities exchange by the time of such potential delisting, then such a delisting wouldsubstantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associatedwith a potential delisting would have a negative impact on the price of our securities.

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

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

GeneralRisk Factors

Unanticipatedchanges in our effective tax rate or challenges by tax authorities could harm our future results.

Wemay become subject to income taxes in various other jurisdictions in the future. Our effective tax rate could be adversely affected bychanges in the allocation of our pre-tax earnings and losses among countries with differing statutory tax rates, in certain non-deductibleexpenses as a result of acquisitions, in the valuation of our deferred tax assets and liabilities, or in federal, state, local or non-U.S.tax laws and accounting principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents.Increases in our effective tax rate would adversely affect our operating results. In addition, we may be subject to income tax auditsby various tax jurisdictions throughout the world. The application of tax laws in such jurisdictions may be subject to diverging andsometimes conflicting interpretations by tax authorities in these jurisdictions. Although we believe our income tax liabilities are reasonablyestimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positionsin any period could have a material impact on the results of operations for that period.

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 upon our directors or executive officers, or enforce judgments obtained in the U.S. courts againstour directors or officers.

Ourcorporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the samemay be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securitieslaws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and thefiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the CaymanIslands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islandsas well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in theCayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are notas clearly established as what they would be under statutes or judicial precedent in some jurisdictions in the United States. Inparticular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and certain states,may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not havestanding to initiate a shareholders derivative action in a federal court of the United States.

Youmay face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

OurChairwoman of the Board, Na Gai, and one of our directors, Jun Zhang, are residents of China. China has no arrangement for the reciprocalenforcement of judgments with the United States. PRC courts may only recognize and enforce foreign judgments in accordance with the requirementsof the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles ofreciprocity between jurisdictions. This is reflected in a number of bilateral treaties signed by China, which provide that lack of jurisdictionof the judgment court can be a ground for refusal to enforce the foreign judgment. Further, a foreign judgment cannot be recognized andenforced in China if a Chinese court has rendered a judgment on the same subject matter or recognized and enforced another foreign judgmentor arbitral award on the same subject matter. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforcea foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC lawsor national sovereignty, security, or public interest. China has no treaties or other forms of written arrangement with the United Statesthat provide for the reciprocal recognition and enforcement of foreign judgments. As a result, it may be difficult for investors to effectservice of process within the United States upon us or our Chairman and our directors who are residents of China, or to enforce judgmentsin China (including Hong Kong and Macau) that are obtained in U.S. courts against us or such individuals, including judgments predicatedupon the civil liability provisions of the securities laws of the United States or any state thereof. Even with proper service of process,the enforcement of judgments obtained in U.S. courts or foreign courts based on the civil liability provisions of the U.S. federal securitieslaws would be extremely difficult given the PRC Civil Procedures Law and the lack of a treaty or principles of reciprocity providingfor the recognition and enforcement of U.S. judgments. Furthermore, there would be added costs and issues with bringing an original actionin foreign courts to enforce liabilities based on the U.S. federal securities laws against us or our officers and directors, and theystill may be fruitless.

We have been advisedby our Cayman Islands legal counsel that it is uncertain whether the courts of the Cayman Islands will allow shareholders of our companyto originate actions in the Cayman Islands based upon securities laws of the U.S. In addition, there is uncertainty with regard to CaymanIslands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws willbe determined by the courts of the Cayman Islands as penal or punitive in nature. If such determination is made, the courts of the CaymanIslands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the CaymanIslands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisionsof U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. Although there is no statutoryenforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforcea foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits of the underlying dispute based onthe principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgmenthas been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must befinal and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, was not obtained by fraud orobtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands(awards of punitive or multiple damages may well be held to be contrary to public policy). The courts of the Cayman Islands will applythe rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction.

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

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.

Thoselaws and regulations and their interpretation and application may also change from time to time and those changes could have a materialadverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations,as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete ourinitial business combination and results of operations.

OnMarch 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactionsinvolving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shellcompanies; increasing exposure related to the use of projections in SEC filings in connection with proposed business combination transactions;increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACscould become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed orin revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increasethe costs and time related thereto.

Weare an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage ofcertain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could makeour securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Weare an “emerging growth company” 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, includingif the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which casewe would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securitiesless attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our relianceon these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active tradingmarket for our securities and the trading prices of our securities may be more volatile.

Further,Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial 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 accounting standards used.

Additionally,we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may takeadvantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary sharesheld by non-affiliates exceeds $250 million as of the end of the prior June 30^th, or (2) our annual revenues exceeded $100million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million asof the prior June 30^th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparisonof our financial statements with other public companies difficult or impossible.

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 ourtotal assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify andcomplete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan tobuy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or tobe a passive investor.

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 held in demand deposit or cash accounts or invested in United States “government securities”within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meetingcertain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasuryobligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting theinvestment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the longterm (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid beingdeemed an “investment company” within the meaning of the Investment Company Act. This offering is not Intended for personswho are seeking a return on investments in government securities or investment securities. The trust account is intended as a holdingplace for funds pending the earliest to occur of: (i) the completion of our primary business objective, which is a business combination;(ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandumand articles of association to modify (A) the substance or timing of our obligation to allow redemption in connection with our initialbusiness combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months fromthe closing of this offering, or if we decide to extend the period of time to consummate our initial business combination, within18 months from the closing of this offering (as further described in this prospectus)or (B) with respect to any other provision relatingto shareholders’ rights or pre-initial business combination activity; or (iii) absent a business combination, our return of thefunds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceedsas discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment CompanyAct, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and mayhinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholdersmay receive only approximately $10.20 per share on the liquidation of our trust account and our rights will expire worthless. In certaincircumstances, our public shareholders may receive less than $10.20 per share on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amountreceived by shareholders may be less than $10.20 per share” and other risk factors in this section.

Notwithstandingthe foregoing, as indicated above, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the extent to whichSPACs could become subject to regulation under the Investment Company Act of 1940. The SEC’s proposed rules would provide a safeharbor for companies like our company from the definition of “investment company” under Section 3(a)(1)(A) of the InvestmentCompany Act, provided that they satisfy certain conditions that limit a company’s duration, asset composition, business purposeand activities. The duration component of the proposed safe harbor rule would require the company to file a Current Report on Form 8-Kwith the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial businesscombination no later than 18 months after the effective date of the company’s registration statement for its initial public offering.The company would then be required to complete its initial business combination no later than 24 months after the effective date of itsregistration statement for its initial public offering. These rules, if adopted, whether in the form proposed or in revised form, maymaterially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and timerelated thereto.

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

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 acquisition.

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

Ouramended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposalsthat shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the abilityof the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of managementmore difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for oursecurities.

Wemay not hold an annual meeting of shareholders until after the consummation of our initial business combination, which could delay theopportunity for our shareholders to elect directors.

Inaccordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until no later than one yearafter our first fiscal year end following our listing on NASDAQ. There is no requirement under the Companies Act for us to hold annualor general meetings to appoint directors. Accordingly, until we hold an annual general meeting, public shareholders may not be affordedthe opportunity to discuss company affairs with management. Our board of directors is divided into three classes with only one classof directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting)serving a three-year term. In addition, as holders of our ordinary shares, our public shareholders will not have the right to vote onthe appointment of directors until after the consummation of our initial business combination. In addition, prior to our initial businesscombination, only holders of the founder shares have the right to vote on the appointment of directors, including in connection withthe completion of our initial business combination. Accordingly, you may not have any say in the management of our company prior to theconsummation of an initial business combination.

Adversedevelopments affecting the financial services industry could adversely affect our liquidity, financial condition and results of operations,either directly or through adverse impacts on certain of our vendors and customers.

Adversedevelopments that affect financial institutions, such as events involving liquidity that are rumored or actual, have in the past andmay in the future lead to bank failures and/or market-wide liquidity problems. These events could have an adverse effect on our financialcondition and results of operations, either directly or through an adverse impact on certain of our vendors and customers. For example,on March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointedthe Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank was put intoreceivership. Since that time, there have been reports of instability at other U.S. banks, including First Republic Bank. Although theFederal Reserve Board, the Department of the Treasury and the FDIC have taken steps to ensure that depositors at Silicon Valley Bankand Signature Bank can access all of their funds, including funds held in uninsured deposit accounts, and have taken additional stepsto provide liquidity to other banks, there is no guarantee that, in the event of the closure of other banks or financial institutionsin the future, depositors would be able to access uninsured funds or that they would be able to do so in a timely fashion.

Todate, we have not experienced any adverse impact to our liquidity, financial condition or results of operations as a result of the eventsdescribed above. However, failures of other banks or financial institutions may expose us to additional risks, either directly or throughthe effect on vendors or other third parties, and may lead to significant disruptions to our operations, financial condition and reputation.Moreover, uncertainty remains over liquidity concerns in the broader financial services industry. Our business may be adversely impactedby these developments in ways that we cannot predict at this time, there may be additional risks that we have not yet identified, andwe cannot guarantee that we will be able to avoid negative consequences directly or indirectly from any failure of one or more banksor other financial institutions.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Certainstatements in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Ourforward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes,beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizationsof future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these wordsdoes not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statementsabout:

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

USEOF PROCEEDS

Weare offering 6,000,000 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 will be used as set forth in the following table.

Thefollowing table shows the use of the approximately $650,000 of net proceeds not held in the trust account:

Wemay increase or decrease the total number of units sold to the public in this offering. If we decide to proceed with an offering thatresults in an increase in the total number of units sold to the public, we would have additional proceeds from the offering availableto pursue an acquisition. If we proceed with an offering that results in a decrease in the total number of units sold to the public,we would have reduced proceeds from the offering available to pursue an acquisition. Such an increase or decrease may impact the sizeof the initial business combination we may pursue. In addition, the proceeds held in trust would correspondingly increase or decreasesuch that 102% of the gross proceeds from this offering will be held in trust. The underwriters’ option to purchase additionalunits to cover over-allotments and the amount of private units that our sponsors and EBC will purchase would correspondingly increaseor decrease. If we increase or decrease the size of the offering, we will effect a share dividend or a share contribution back to capitalor other appropriate mechanism, as applicable, with respect to our founder shares immediately prior to the consummation of the offeringin such amount as to maintain the ownership of our initial shareholders at 20% of the issued and outstanding ordinary shares (excludingthe private shares and the EBC founder shares and any units purchased by our initial shareholders in this offering).

Therules of NASDAQ provide that at least 90% of the gross proceeds from this offering and the sale of the private units be deposited ina trust account. Of the net proceeds of this offering and the sale of the private units, $61,200,000 (or $70,380,000 if the underwriters’over-allotment option is exercised in full), will be placed in a U.S.-based trust account at UBS with Continental Stock Transfer &Trust Company, acting as trustee, and will be held in demand deposit or cash accounts or invested only in U.S. government treasury billswith a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment CompanyAct which invest only in direct U.S. government treasury obligations. We estimate that the interest earned on the trust account willbe approximately $_____ per year, assuming an interest rate of ____% per year; however, we can provide no assurance regarding this amount.Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations,the proceeds from this offering and the sale of the private units that are deposited in the trust account will not be released from thetrust account until the earliest to occur of: (a) the completion of our initial business combination, (b) the redemption of any publicshares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association(i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or toredeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering(or up to 18 months, if we extend the time to complete a business combination as described in this prospectus) or (ii) with respect toany other provision relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of ourpublic shares if we are unable to complete our business combination within 12 months from the closing of this offering (or up to 18 months,if we extend the time to complete an initial business combination as described in this prospectus), subject to applicable law.

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 as well as paying our expenses, including a fee payable to EBC upon consummation ofour initial business combination for assisting us in connection with our initial business combination, as described under the sectiontitled “Underwriting.” If our initial business combination is paid for using equity or debt instruments, or not all of thefunds released from the trust account are used for payment of the consideration in connection with our initial business combination,we may apply the balance of the cash released from the trust account for general corporate purposes, including for maintenance or expansionof operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initialbusiness combination, to fund the purchase of other assets, companies or for working capital.

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 a business combination. However,if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amountnecessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable.If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from ourinitial shareholders or their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.

Oursponsors have agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. This loan is non-interest bearing,unsecured and is due at the earlier of December 31, 2023, the closing of this offering or our determination not to proceed with the offering.The loan will be repaid upon the closing of this offering out of the offering proceeds not held in the trust account.

Inaddition, in order to finance transaction costs in connection with an intended initial business combination, our initial shareholdersor their affiliates may, but are not obligated to, loan us funds on a non-interest basis as may be required. If we complete our initialbusiness combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loanswould be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close,we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trustaccount would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into working capital units, ata price of $10.00 per unit, at the option of the lender. The working capital units would be identical to the private units sold in theprivate placement. Other than as set forth above, the terms of such loans by our initial shareholders or their affiliates, if any, havenot been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination,we do not expect to seek loans from parties other than our initial shareholders or their affiliates as we do not believe third partieswill be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If wedo seek loans from any third party, we will obtain a waiver against any and all rights to seek access to funds in our trust account.

Ifwe seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initialbusiness combination pursuant to the tender offer rules, our initial shareholders or their affiliates may purchase shares in privatelynegotiated transactions either prior to or following the completion of our initial business combination. There is no limit on the numberof shares our initial shareholders or their affiliates may purchase in such transactions, subject to compliance with applicable law andthe rules of NASDAQ. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulatedany terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when theyare in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by RegulationM under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to thetender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however,if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will complywith such rules.

Wewill only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediatelyprior to or upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock”rules). Additionally, the agreement for our initial business combination may require as a closing condition that we have a minimumnet worth or a certain amount of cash. If too many public shareholders exercise their redemption rights so that we cannot satisfy thenet tangible asset requirement or any net worth or cash requirements, we would not proceed with the redemption of our public shares orthe 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 earliest to occur of: (i) our completion ofan initial business combination, and then only in connection with those public shares that such shareholder properly elected to redeem,subject to the limitations described in this prospectus, (ii) the redemption of any public shares properly submitted in connection witha shareholder vote to amend our amended and restated memorandum and articles of association to modify (A) the substance or timing ofour obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we donot complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend thetime to complete a business combination as described in this prospectus) or (B) with respect to any other provision relating to shareholders’rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we are unable to complete our initialbusiness combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete aninitial business combination as described in this prospectus), subject to applicable law and as further described herein and anylimitations (including but not limited to cash requirements) created by the terms of the proposed business combination. In no other circumstanceswill a public shareholder have any right or interest of any kind to or in the trust account.

Ourinitial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rightswith respect to any founder shares, private shares and any public shares held by them in connection with the completion of our initialbusiness combination and to waive their redemption rights with respect to their founder shares, private shares and public shares in connectionwith a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify thesubstance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of ourpublic shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18months, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect to any other provisionrelating to shareholders’ rights or pre-initial business combination activity. In addition, our initial shareholders have agreedto waive their rights to liquidating distributions from the trust account with respect to any founder shares and private shares heldby them if we fail to complete our initial business combination within the prescribed time frame. However, if our initial shareholdersor their affiliates acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trustaccount with respect to such public shares if we fail to complete our initial business combination within the prescribed time frame.Permitted transferees of the founder shares and private shares held by our initial shareholders would be subject to the same restrictionsapplicable to our initial shareholders, respectively.

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 ourinitial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capitalrequirements and general financial condition subsequent to completion of our initial business combination. The payment of any cashdividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and wewill only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman IslandsLaw. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividendsmay be limited by restrictive covenants we may agree to in connection therewith. The payment of any cash dividends subsequent to ourinitial business combination will be within the discretion of our board of directors at such time.

DILUTION

Thedifference between the public offering price per ordinary share, assuming no value is attributed to the rights included in the unitswe are offering pursuant to this prospectus or the private units, and the pro forma net tangible book value per ordinary share afterthis offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated withthe sale and exercise of rights, including the private units, which would cause the actual dilution to the public shareholders to behigher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangiblebook value, which is our total tangible assets less total liabilities (including the value of ordinary shares which may be redeemed forcash), by the number of outstanding ordinary shares.

AtFebruary 28, 2023, our net tangible book deficit was $23,115 or approximately ($0.01) per ordinary share assuming the underwriters donot exercise any portion of the over-allotment option and the forfeiture of 225,000 founder shares. For 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 0.10 of a sharefor each right outstanding, as such issuance will occur upon a business combination without the payment of additional consideration and(ii) the number of shares included in the units offered hereby will be deemed to be 6,600,000 (consisting of 6,000,000 shares includedin the units we are offering by this prospectus and 600,000 shares for the outstanding rights), and the price per share in this offeringwill be deemed to be $9.09. After giving effect to the sale of 6,000,000 ordinary shares included in the units we are offering by thisprospectus (or 6,900,000 ordinary shares if the underwriters’ over-allotment option is exercised in full), the sale of the privateunits and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value wouldhave been $(1,428,105) or $(0.53) per share (or $(1,743,105) or $(0.57) per share if the underwriters’ over-allotment option isexercised in full), representing an immediate increase in net tangible book value (as decreased by the value of 6,000,000 ordinary sharesthat may be redeemed for cash, or 6,900,000 ordinary shares if the underwriters’ over-allotment option is exercised in full) of$(0.52) per share (or $(0.56) per share if the underwriters’ over-allotment option is exercised in full) to our sponsors as ofthe date of this prospectus. Total dilution to public shareholders from this offering will be $9.62 per share (or $9.66 if the underwriters’over-allotment option is exercised in full).

Thefollowing table illustrates the dilution to the public shareholders on a per-share basis, assuming no value is attributed to the rightsincluded in the units or the private units:

Forpurposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters’over-allotment option) by $61,200,000 because holders of up to approximately 100% of our public shares may redeem their shares for apro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in thetrust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust twodays prior to the commencement of our tender offer or shareholders meeting, including interest earned on the funds held in the trustaccount and not previously released to us to pay our taxes), divided by the number of ordinary shares sold in this offering.

Thefollowing table sets forth information with respect to our initial shareholders, EBC and the public shareholders:

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

CAPITALIZATION

Thefollowing table sets forth our capitalization at February 28, 2023 and as adjusted to give effect to the sale of our units and the privateunits and the application of the estimated net proceeds derived from the sale of such securities:

MANAGEMENT’SDISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Weare a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, shareexchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While we intendto focus our search on businesses in Asia, we are not limited to a particular industry or geographic region for purposes of consummatingan initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on ourbehalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuateour initial business combination using cash from the proceeds of this offering and the private placement of the private units, the proceedsof the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock anddebt.

Theissuance of additional ordinary shares in a business combination:

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

Asindicated in the accompanying financial statements, at February 28, 2023, we had a working capital deficit of $23,115. Further, we expectto continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capitalor to complete our initial business combination will be successful.

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 expect to generate non-operating income in the form of interest income on cashand cash equivalents after this offering. After this offering, we expect to incur increased expenses as a result of being a public company(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses toincrease substantially after the closing of this offering.

Liquidityand Capital Resources

Ourliquidity needs have been satisfied prior to completion of this offering through up to $300,000 in loans from our sponsors under an unsecuredpromissory note. As of February 28, 2023, we did not have any borrowings under the promissory note with our sponsor. We estimate thatthe net proceeds from (i) the sale of the units in this offering, after deducting offering expenses of approximately $550,000 and underwritingcommissions of $1,500,000 and (ii) the sale of the private units for a purchase price of $3,900,000 (or $4,305,000 if the underwriters’over-allotment option is exercised in full), will be $61,850,000 (or $71,030,000 if the underwriters’ over-allotment option isexercised in full). Of this amount, $61,200,000 or ($70,380,000 if the underwriters’ over-allotment option is exercised in full)will be deposited into a non-interest bearing trust account.

Thefunds in the trust account will be held in demand deposit or cash accounts or invested only in specified U.S. government treasury billsor in specified money market funds. The remaining $650,000 will not be held in the trust account. In the event that our offering expensesexceed our estimate of $550,000 we may fund such excess with funds not to be held in the trust account. In such case, the amount of fundswe intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expensesare less than our estimate of $550,000, the amount of funds we intend to be held outside the trust account would increase by a correspondingamount.

Weintend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trustaccount (which interest shall be net of taxes payable) to complete our initial business combination. We may withdraw interest to paytaxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held inthe trust account. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initialbusiness combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of thetarget business or businesses, make other acquisitions and pursue our growth strategies.

Priorto the completion of our initial business combination, we will have available to us $650,000 of proceeds held outside the trust account.We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, reviewcorporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination,and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.

Inorder to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,our sponsors, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required on a non-inerestbearing basis. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial businesscombination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts butno proceeds from our trust account would be used for such repayment.

Upto $1,500,000 of the loans made by our sponsors, our officers and directors, or our or their affiliates to us prior to or in connectionwith our initial business combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, uponconsummation of our initial business combination. The units would be identical to the private units. Except as set forth above, the termsof such loans by our sponsors, officers, directors or their affiliates, if any, have not been determined and no written agreements existwith respect to such loans. We do not expect to seek loans from parties other than our sponsors, our officers, directors or their affiliatesas we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek accessto funds in our trust account.

Weexpect our primary liquidity requirements during that period to include approximately $200,000 for legal, accounting, due diligence,travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $100,000 for legaland accounting fees related to regulatory reporting requirements; $120,000 for advisory and administrative services, and approximately$230,000 for general working capital that will be used for miscellaneous expenses, director and officer’s liability insurance,general corporate purposes, liquidation obligations and reserves net of estimated interest income.

Theseamounts are estimates and may differ materially from our actual expenses. If our available funds are not sufficient, we may be unableto continue searching for, or conducting due diligence with respect to, prospective target businesses.

Wedo not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operatingour business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiatingan initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operateour business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initialbusiness combination or because we become obligated to redeem a significant number of our public shares upon completion of our initialbusiness combination, in which case we may issue additional securities or incur debt in connection with such business combination.

DeferredOffering Costs

Wecomply with the requirements of ASC 340-10-S99-1 relating to deferred offering costs. Deferred offering costs consist of legal, accounting,advisory, administrative, and other costs (including underwriting discounts and commissions) incurred through the balance sheet datethat are directly related to this offering and that will be charged to shareholders’ equity upon the completion of the offering.Should the offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged tooperations.

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. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer would we be required to comply withthe independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth companyas defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicableto other public companies that are not emerging growth companies including, but not limited to, not being required to comply with theindependent registered public accounting firm attestation requirement.

Priorto the closing of this offering, 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 expensesin meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosurecontrols. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financingreporting.

Onceour management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinionon such report when required by Section 404. The independent auditors may identify additional issues concerning a target business’sinternal controls while performing their audit of internal control over financial reporting.

Quantitativeand Qualitative Disclosures about Market Risk

Thenet proceeds of this offering and the sale of the private units held in the trust account will be held in demand deposit or cash accountsor invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditionsunder Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-termnature of these investments, we believe there will be no associated material exposure to interest rate risk.

RelatedParty Transactions

OnFebruary 27, 2023, Bowen Holdings LP, one of our sponsors, received an aggregate of 1,725,000 ordinary shares (of which it subsequentlytransferred an aggregate of 1,155,750 shares to Createcharm Holdings Ltd, our other sponsor) in exchange for $25,000 paid for deferredoffering costs borne by the sponsors on our behalf. Up to 225,000 of such founder shares are subject to forfeiture to the extent thatthe underwriters’ over-allotment is not exercised in full.

Thepurchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of foundershares issued. As such, our sponsors will own 20% of our issued and outstanding shares after this offering (excluding the private placementshares, EBC founder shares and any shares purchased by them in this offering).

OnMarch 15, 2023, we issued to EBC 180,000 EBC founder shares for a purchase price of $0.014 per share and an aggregate purchase priceof $2,520.

OnFebruary 20, 2023, we engaged TenX Global Capital, an entity affiliated with Bowen Holding LP, one of our sponsors, to provide uswith consulting and advisory services in connection with, among other things, (i) preparing the financial statements and otherfinancial-related disclosures included in this prospectus, maintaining our accounting systems and assisting with the preparationof the balance sheet to be filed by us upon consummation of this offering in a Current Report on Form 8-K, at a fixed price of $20,000and (ii) assisting us with the preparation of, and the accounting relating to, our quarterly and annual reports to be filed with theSecurities and Exchange Commission after the consummation of this offering at a price of $5,250 per quarter commencing on the month followingthe filing of the initial S-1.

Wewill enter into an Administrative Services Agreement pursuant to which we will also pay Bowen Holding LP a total of $10,000 per monthfor office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we willcease paying these monthly fees.

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

Oursponsors have agreed to loan us up to $300,000 on a non-interest bearing basis under an unsecured promissory note to be used for a portionof the expenses of this offering. As of February 28, 2023, there were no amounts outstanding under the Promissory Note. After borrowingfrom the Promissory Note, the loans will be repaid upon completion of this offering out of the offering proceeds not held in the trustaccount. The value of our sponsor’s interest in this loan transaction corresponds to the principal amount outstanding under anysuch loan.

Pursuantto our amended and restated memorandum and articles of association, we may extend the period of time to consummate a business combinationup to two times, each by an additional three months (for a total of up to 18 months to complete a business combination) without submittingsuch proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith.In order to extend the time available for us to consummate our initial business combination, our sponsors or their affiliates or designees,upon five days’ advance notice prior to the applicable deadline, must deposit into the trust account $600,000, or up to $690,000if the underwriters over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicabledeadline, for each three month extension). Any such payments would be made in the form of a loan. Any such loans will be non-interestbearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we wouldrepay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we willnot repay such loans.

Inaddition, in order to finance transaction costs in connection with an intended initial business combination, our sponsors, 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 wecomplete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination doesnot close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds fromour trust account would be used for such repayment.

Upto $1,500,000 of the loans made by our sponsors, officers, directors or their affiliates to us prior to or in connection with our initialbusiness combination may be convertible into units, at a price of $10.00 per unit, at the option of the lender, upon consummation ofour initial business combination. The units would be identical to the private units. Other than set forth above, the terms of such loans,if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from partiesother than our sponsors, officers, directors or their affiliates as we do not believe third parties will be willing to loan such fundsand provide a waiver against any and all rights to seek access to funds in our trust account.

Oursponsors and EBC have agreed that they and/or their designees will purchase an aggregate of 390,000 units (or 430,500 units if the over-allotmentoption is exercised in full) at a price of $10.00 per unit. The private units will be identical to the units sold in this offering, exceptas described in this prospectus. The private units will be sold in a private placement that will close simultaneously with the closingof this offering and any exercise of the over-allotment option, as applicable. There will be no redemption rights or liquidating distributionsfrom the trust account with respect to the private units which will expire worthless if we do not consummate a business combination withinthe allotted 12-month period (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). Our initial shareholders have agreed to waive their redemption rights with respect to theirfounder shares and private placement shares (i) in connection with the consummation of a business combination, (ii) in connection witha shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of ourobligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do notcomplete our initial business combination within 12 months after 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) and (iii) if we fail toconsummate a business combination within 12 months after the closing of this offering (or up to 18 months from the closing of this offeringif we extend the period of time to consummate a business combination by the full amount of time) or if we liquidate prior to the expirationof the 12-month period (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). However, our initial shareholders will be entitled to redemption rights with respect to anypublic shares held by them if we fail to consummate a business combination or liquidate within the 12-month period (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).

Pursuantto a registration rights agreement we will enter into with the holders of our founder shares, EBC founder shares, private units and workingcapital units (if any) on or prior to the closing of this offering, we may be required to register such securities for sale under theSecurities Act. These will be entitled to make up to three demands that we register their securities for sale under the Securities Act.In addition, these holders have the right to include their securities in other registration statements filed by us. We will bear thecosts and expenses of filing any such registration statements. See “Certain Relationships and Related Party Transactions.”

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

Asof February 28, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did nothave any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have conductedno 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 exemptions,we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls overfinancial reporting pursuant to Section 404, (ii) provide all of the compensation disclosures that may be required of non-emerging growthpublic companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adoptedby the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information aboutthe audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related itemssuch as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employeecompensation. These exemptions will apply for a period of five years following the completion of our initial public offering or untilwe are no longer an “emerging growth company,” whichever is earlier.

PROPOSEDBUSINESS

Weare a blank check company incorporated on February 17, 2023, as a Cayman Islands exempted company for the purpose of effecting a merger,stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.While we are not limited to target businesses in any specific industry or geographic location, we intend to initially focus our searchon target businesses in Asia. However, we will not consummate our initial business combination with an entity or business with Chinaoperations consolidated through a VIE structure. The ownership of our securities by U.S. investors may limit the pool of acquisitioncandidates we may acquire in China, in particular, due to the relevant PRC laws and regulations against foreign ownership of and investmentin certain assets and industries, known as restricted industries. The approval of PRC regulatory agencies may be required in connectionwith our initial business combination, and if required, we may not be able to obtain such approval. See “Risk Factors –Risks Related to Acquiring and Operating a Business Outside of the United States.” We have generated no revenues to date andwe do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination. Ourmanagement team is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initialbusiness combination. However, we have not selected any specific target business and we have not, nor has anyone on our behalf, engagedin any substantive discussions, directly or indirectly, with any target business with respect to an initial business combination withus.

Wemay retain all of our available funds and any future earnings following an initial business combination to fund the development and growthof our business. As a result, we may not pay any cash dividends in the foreseeable future. If we were to consummate an initial businesscombination with a China-based target, we will be permitted under PRC laws and regulations to make loans or capital contributions toour PRC subsidiaries through intermediate holding companies, and only if we satisfy the applicable government registration and approvalrequirements. See “Risk Factors— Risks Related to Acquiring and Operating a Business Outside of the United States —If we merge with a China-based operating company, then PRC regulation on loans to, and direct investment in, PRC entities by offshoreholding companies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capitalcontributions to the PRC entity, if any, which could materially and adversely affect our liquidity and our ability to fund and expandour business.”

Ifwe were to consummate an initial business combination with a China-based target, our PRC subsidiaries may be permitted to pay dividendsonly out of their accumulated profits. Moreover, such PRC subsidiaries are required to set aside at least 10% of their after-tax profitseach year, after making up for previous year’s accumulated losses, if any, to fund certain statutory reserves, until the aggregateamount of such funds reaches 50% of their registered capital. This portion of such PRC subsidiaries’ respective net assets areprohibited from being distributed to their shareholders as dividends. See also “Risk Factors – Risks Related to Acquiringand Operating a Business Outside of the United States – If we successfully consummate a business combination with a target businesswith primary operations in the PRC, we will be subject to restrictions on dividend payments following consummation of our initial businesscombination.”

Inaddition, the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, theremittance of currency out of China. Assuming we consummate an initial business combination with a China-based target, if the foreignexchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may notbe able to pay dividends in foreign currencies to our shareholders. See “Risk Factors – Risks Related to Acquiring andOperating a Business Outside of the United States – Governmental control of currency conversion may limit our ability to utilizeour net revenue effectively and affect the value of your investment.”

Ifwe were to consummate an initial business combination with a China-based target, a 10% PRC tax is applicable to dividends payable toinvestors that are non-resident enterprises, which will be withheld if such gain is regarded as income derived from sources within thePRC. Any gain realized on the transfer of securities by such investors is also subject to PRC tax at a current rate of 10%. See also“Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States – If we merge witha China-based operating company, then there are significant uncertainties under the PRC Enterprise Income Tax Law relating to the withholdingtax liabilities of the PRC entity, and dividends payable by the PRC entity to our offshore entity may not qualify for certain treatybenefits.”

Webelieve our management team is well positioned to identify opportunities offering attractive risk-adjusted returns and that our professionalcontacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercialand investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reachof our management team and their affiliates, will enable us to pursue a broad range of opportunities.

Althoughwe currently do not have any PRC subsidiary or China operations, certain of our sponsors’ limited partners are non-U.S. persons,and a majority of our officers and directors are located in, or have significant ties to, China, which may make us a less attractivepartner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates. This would impact our searchfor a target company and make it harder for us to complete an initial business combination with a non-China-based target company. Forexample, a combination with a U.S. target company may be subject to review by a U.S. government entity or may ultimately be prohibited.Furthermore, the additional time that could be required for governmental review or complete prohibition of the transaction could preventus from completing an initial business combination and require us to liquidate. In the event of liquidation, investors would lose theirinvestment opportunity in potential target companies, any price appreciation in a combined company, and their financial investment inthe rights, which would expire worthless. See “Risk Factors — Risks Related to our Search for, Consummation of, or Inabilityto Consummate, a Business Combination — Our ability to complete a business combination may be impacted by the fact that certainof our sponsors’ limited partners are non-U.S. persons, and a majority of our officers and directors are located in, or have significantties to, China. This may make us a less attractive partner to potential target companies outside the PRC, thereby limiting our pool ofacquisition candidates and making it harder for us to complete an initial business combination with a non-China-based target company.”

OurCompetitive Advantages

Leadershipof an Experienced Management Team and Board of Directors

Ourmanagement team is led by our Chairwoman of the Board of Directors, Na Gai, our Chief Executive Officer and Director, Jiangang Luo, ourChief Financial Officer, Dr. Jing Lu, and Independent Director Nominees, Lawrence Leighton, Wei Li and Jun Zhang.

NaGai, our Chairwoman, has served as the executive president for Shenzhen Guoxing Capital Co., Ltd., an asset management and investmentcompany based in China, since September 2015. Ms. Gai also served as a partner of Hunan Zhongsheng Hongcheng Investment Management Partnership(LP), a private equity investment company based in China, from February to May 2017.