As filed with the U.S. Securities and Exchange Commission on December 23, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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10 East 53rd Street, Suite 3001

New York, NY 10022

+34 678 035200

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

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

Copies to:

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

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

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

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

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

Indicate by 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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

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

$60,000,000

Aimei Health Technology II Co., Ltd

6,000,000 Units

Aimei Health Technology II Co., Ltd is a blank check company incorporated under the laws of the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We have 12 months from the closing of this offering to consummate our initial business combination. We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, including any company based in or having the majority of its operations in China (a “PRC target company”). Throughout this prospectus, “PRC” or “China” refers to the People’s Republic of China, including the Hong Kong Special Administrative Region and the Macau Special Administrative Region and, for the purpose of this prospectus only, excluding Taiwan.

Although we currently do not have any operation, assets or subsidiary in China and our sponsor, Aimei Investment II Ltd, is an exempted company with limited liability incorporated under the laws of the Cayman Islands, the sole beneficial owner of our sponsor and several of our officer and directors following this offering have significant ties to China. Specifically, Ms. Han Huang, the sole beneficial owner of our sponsor, is a citizen and resident of the PRC. Mr. Heung Ming Wong, our Chief Executive Officer, Chief Financial Officer and Director, is a citizen and resident of the Hong Kong Special Administrative Region. Mr. David Zhang, our independent director appointee, is a citizen of the PRC and a permanent resident of the United States. For more information, see “Prospectus Summary — Our Sponsor, Officer and Directors” starting on page 5. These ties may limit the pool of potential acquisition candidates and make it more likely that we will pursue a PRC target company for our initial business combination, which may create additional costs, delays, uncertainties, and liabilities, make it more difficult for us to complete our initial business combination within 12 months after the date of the closing of this offering or such later time as our shareholders may approve in accordance with our second amended and restated memorandum and articles of association (the “required period”), hinder our shareholders’ ability to protect their rights, and subject the combined company to various legal and operational risks and uncertainties following the business combination. For more information on related risks, see “Risk Factors — Risks Associated with Our Business and Securities — Our sponsor and several of our officer and directors have significant ties to China, which may limit the pool of potential acquisition candidates and make it more likely for us to pursue a PRC target for our initial business combination and make it more difficult or costly for us to consummate an initial business combination within the required period” on page 42 and “Risk Factors — Risks Associated with Acquiring and Operating a Business in China” starting on page 81.

This is an initial public offering of our units (“public units”). Each unit that we are offering has a price of $10.00 and consists of one Class A ordinary share, par value $0.0001 per share, which we refer to as our “public shares” throughout this prospectus, and one right to receive one-seventh (1/7) of one Class A ordinary share upon the consummation of an initial business combination, as described in more detail in this prospectus. We have granted A.G.P./Alliance Global Partners (“A.G.P.”), the representative of the underwriters, a 45-day option to purchase up to an additional 900,000 units (over and above the 6,000,000 units referred to above) solely to cover over-allotments, if any.

Upon the consummation of our initial business combination, we will provide the holders of our outstanding public shares with the opportunity to redeem their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of amounts withdrawn for payment of any income taxes and up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein. See “Prospectus Summary — The Offering — Redemption rights for public shareholders upon consummation of our initial business combination” on page 33 for more information. Notwithstanding the foregoing redemption rights, our second amended and restated memorandum and articles of association provide that, in connection with any vote held to approve a proposed business combination, a public shareholder who is not our Founder (as defined below), director or officer, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. See “Prospectus Summary — The Offering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” on page 34 for further discussion on certain limitations on redemption rights. In addition, our second amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

If we anticipate that we may not be able to consummate our initial business combination within 12 months from the closing of this offering, we will seek shareholder approval to extend the date by which we must consummate our initial business combination on terms to be specified in the relevant proxy solicitation statement. In the event an amendment to our second amended and restated memorandum and articles of association is made (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering or (B) with respect to any other provision of our second amended and restated memorandum and articles of association relating to the rights of our public shareholders, our second amended and restated memorandum and articles of association also require us to provide our public shareholders who are not our Founder, directors or officer with the opportunity to redeem their public shares for cash upon the approval of any such amendment, regardless of whether they vote for or against the proposed amendments or do not vote at all, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of amounts withdrawn for payment of any income taxes and up to $100,000 to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. However, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

If we are unable to complete our initial business combination within the 12-month period or such period that may be extended, we will distribute the aggregate amount then on deposit in the trust account, including interest (net of amounts withdrawn for payment of any income taxes and up to $100,000 to pay dissolution expenses), pro rata to our public shareholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein.

Our sponsor has purchased an aggregate of 1,725,000 Class B ordinary shares, par value $0.0001 per share (the “insider shares”) for an aggregate of $25,000 (or approximately $0.014 per share) on November 29, 2024, up to 225,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters’ over-allotment option is exercised. In December 2024, our sponsor transferred 60,000, 20,000, 20,000 and 20,000 insider shares, respectively, to Mr. Heung Ming Wong, our Chief Executive Officer, Chief Financial Officer and Director, Mr. David Zhang, our independent director appointee, Mr. Hing Hui Ding, our independent director appointee, and Mr. Roy Liang, our independent director appointee, at the original purchase price of approximately $0.014 per share. The insider shares are identical to the public shares except for with respect to the transfer restrictions, registration rights, redemption rights, liquidating rights, anti-dilution rights, and voting rights described in more detail under “Prospectus Summary — The Offering — Insider shares and letter agreement” on page 26 and “Description of Securities — Ordinary Shares” on page 156. Our sponsor has also committed to purchasing from us an aggregate of 285,234 units (or up to 298,734 units if the underwriters’ over-allotment option is exercised) at $10.00 per private unit for a total purchase price of $2,852,340 (or up to $2,987,340 if the underwriters’ over-allotment option is exercised) (the “private units”). These purchases will take place on a private placement basis simultaneously with the consummation of this offering. These private units are identical to the public units sold in this offering, except with respect to certain transfer restrictions and registration rights described under “Prospectus Summary — Our Sponsor, Officer and Directors — Contractual arrangements” on page 9. A portion of the proceeds we receive from these purchases will be placed in the trust account described below. Upon consummation of our offering and the private placement, assuming our sponsor, officer and directors do not purchase additional units or shares and without giving effect to the shares underlying the rights that are being sold as part of the public units and private units, our sponsor, Mr. Wong and our independent director appointees will own approximately 20.44%, 0.74% and 0.74%, respectively, of our issued and outstanding shares immediately after this offering, if the underwriters’ over-allotment option is not exercised, or 20.38%, 0.65% and 0.65%, respectively, of our issued and outstanding shares immediately after this offering, if the underwriters’ over-allotment option is fully exercised.

Prior to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our sponsor, officer, directors or their respective affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than: (i) repayment of an aggregate of up to $400,000 in loans made to us by our sponsor under a promissory note dated November 29, 2024 with our sponsor to cover offering-related and organizational expenses prior to our initial public offering upon the closing of this offering; (ii) payment to our sponsor of $10,000 per month from the closing of this offering, for office space, utilities and secretarial and administrative support until the closing of our initial business combination or our liquidation; (iii) repayment of potential working capital loans that may be made by them to finance transaction costs in connection with an initial business combination or the issuance of private units upon the conversion of up to $1,500,00 of such loans at a price of $10.00 per unit; and (iv) reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. For more details, see “Prospectus Summary – The Offering – Limited payments to insiders” on page 28.

Potential investors should be aware that there are actual or potential material conflicts of interest between (i) our sponsor, officer, directors, promotors and their respective affiliates and (ii) our unaffiliated security holders with respect to determining whether to proceed with a de-SPAC transaction and the manner in which we compensate our sponsor, officer, directors, promotors and their respective affiliates. Because of the financial and personal interests described in more detail under “Prospectus Summary — Our Sponsor, Officer and Directors — Conflicts of interest” on page 11, our sponsor, officer and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination and the terms on which we will complete such business combination, and they may be incentivized to (i) pursue a target company that has a less favorable risk, stability or profitability profile for our public shareholders but would be easier, quicker and more certain to guide through the business combination process over a target company that has a better risk, stability or profitability profile for our public shareholders but may take a longer time to diligence and go through the business combination process or (ii) effect our initial business combination with less desirable terms and conditions in order complete a business combination within the required period, both of which could cause our public shareholders to experience a negative rate of return or lose significant value on their shares of the combined company. In addition, conflicts of interest may arise because our officer and directors are not required to commit their full time to our affairs, and, as described in “Management — Conflicts of Interest” on page 146, each of our officer and directors presently has, and any of them in the future may have, additional, fiduciary, contractual or other obligations or duties to one or more other entities. If our officer and directors are required to devote more substantial amounts of time to their other business affairs or present a business combination opportunity to such entities, our ability to consummate our initial business combination could be materially and adversely affected. For more details on related risks, see “Risk Factors — Risks Associated with Our Business and Securities — The financial and personal interests of our sponsor, officer and directors may influence their motivation in determining whether a particular target business is appropriate for a business combination” on page 52, “Risk Factors — Risks Associated with Our Business and Securities — We may acquire a target business that is affiliated with our sponsor, officer and directors or their affiliates” on page 55, “Risk Factors — Risks Associated with Our Business and Securities — Our officer and directors may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following a business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous” on page 55, “Risk Factors — Risks Associated with Our Business and Securities — Our officer and directors will allocate their time to other businesses, thereby potentially limiting the amount of time they devote to our affairs. This conflict of interest could have a negative impact on our ability to consummate our initial business combination” on page 51 and “Risk Factors — Risks Associated with Our Business and Securities — Each of our officer and directors presently has, and any of them in the future may have, additional, fiduciary, contractual or other obligations or duties and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented” on page 51.

Because the insider shares were issued at a nominal price of $0.014 per share and the representative shares (as defined below) will be issued for no cash consideration upon the closing of this offering, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the rights included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the insider shares may result in material dilution to our public shareholders due to the anti-dilution rights of our insider shares, which may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. See “Risk Factors — Risks Associated with Our Business and Securities — There will be significant dilution to the implied value of your public shares upon the consummation of our initial business combination” on page 60 and “Dilution” on page 104. The following table illustrates possible sources of dilution and the extent of such dilution that non-redeeming public shareholders could experience in connection with the closing of this offering. The table assumes: Scenario A) 25% of our public shares are redeemed, Scenario B) 50% of our public shares are redeemed, Scenario C) 75% of our public shares are redeemed, and Scenario D) the maximum number of our public shares that may be redeemed to permit us to maintain net tangible assets of $5,000,001 are redeemed.

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Of the proceeds we will receive from this offering and the sale of the private units, $60,000,000, or $69,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit or 100% of the gross proceeds of the offering in either case), will be deposited into a United States-based trust account established by [      ] and maintained by [      ] (“[      ]”) acting as trustee. Except for interest earned on the funds in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of: (i) the completion of our initial business combination within the required period; (ii) our redemption of public shares if we have not completed an initial business combination within the required period; (iii) our redemption of public shares in connection with an amendment to our second amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering or (B) with respect to any other provision of our second amended and restated memorandum and articles of association relating to the rights of public shareholders; and (iv) our liquidation.

Prior to this offering, there has been no public market for our units, ordinary shares or rights. We have applied to have our public units listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AHJKU” on or promptly after the date of this prospectus. The public shares and rights comprising the public units will begin separate trading on the 52^nd day after the date of this prospectus unless A.G.P. informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the public units begin separate trading, the public shares and rights will be traded on Nasdaq under the symbols “AHJK” and “AHJKR,” respectively.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 42 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

In addition, although we are a Cayman Islands-incorporated company with no operation, assets or subsidiary in China and none of our officer or directors reside in mainland China, we are subject to risks and uncertainties related to PRC laws, regulations, and policies and the substantial control that PRC government has over companies’ business operations in China, offerings conducted overseas, and foreign investment in China-based issuers. For example, while we, our sponsor, and our officer and directors have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering, our listing on Nasdaq or our business operations from any PRC governmental authority, we may be required to obtain permission or approval from PRC government authorities for this offering, the listing of our securities on Nasdaq, or our business operations related to this offering or our initial business combination, which may cause us to fail to complete this offering or other subsequent overseas offerings or to list or continue to list on a U.S. stock exchange, subject us to government enforcement actions, investigations, sanctions, fines or penalties, result in a material adverse change in our business, financial condition and results of operations, severely hinder our ability to consummate our initial business combination, and cause the value of our securities to decline significantly or become worthless. In addition, because the sole beneficial owner of our sponsor and several of our officer and directors following this offering have significant ties to China, the Chinese government may also intervene or influence our search for a target business or the completion of our initial business combination at any time through these individuals, which may severely hinder our ability to consummate our initial business combination and cause the value of our securities to decline significantly or become worthless. For more details, see “Prospectus Summary — Potential Approvals from the PRC Governmental Authorities for this Offering” on page 14 and “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — While we do not believe any permission or approval from PRC government authorities is required for this offering, the listing of our securities on Nasdaq, or our business operations related to this offering or our initial business combination, we cannot assure you that the relevant PRC government authorities will not take a contrary view or that they will not require us to obtain such permission or approval in the future” on page 81. Nonetheless, we are not aware of any PRC law or regulation that would prevent us from making redemption payments to our shareholders, as the funds held in our trust account are not held in China but are instead held in U.S. dollars in the United States.

If we decide to consummate our initial business combination with a PRC target company, we, the target company, or the combined company may face various legal and operational risks and uncertainties associated with doing business in China. PRC laws and regulations are sometimes vague and uncertain, and the PRC government has significant control over Chinese companies’ operations and their ability to make or accept foreign investments, list on a U.S. stock exchange or make cross-border cash transfers, and it may seek to influence, intervene with, or exert more control over our, the PRC target company’s, or the combined company’s operations at any time as it deems appropriate to further its regulatory, political and societal goals. In recent years, the PRC government has initiated a series of regulatory actions and statements and adopted new laws and regulations to regulate business operations in China to, among other things, crack down on illegal activities in the securities market, enhance supervision over China-based companies that are listed overseas, extend the scope of cybersecurity reviews, expand its efforts in anti-monopoly enforcement, and impose more stringent regulations on certain industries. If we decide to consummate our initial business combination with a PRC target company, we, our PRC target company, or the post-combination listing entity may be required to complete the filing procedures under the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”) issued by the China Securities Regulatory Commission (the “CSRC”), or be required to obtain prior permission or approval from the relevant PRC government authorities, in order to consummate our initial business combination and list the combined company’s securities on a foreign stock exchange. In addition, we, the target company or the combined company may face various legal and operational risks and uncertainties associated with doing business in China, relating to, including but not limited to, (i) regulatory review and approval for offering securities to foreign investors, (ii) restrictions on foreign ownership and investment in certain assets and industries, (iii) regulations related to the variable interest entity (the “VIE”) structure (if the PRC target company or the combined company is required to use such VIE structure), including the validity and enforcement of the agreements in connection with such a VIE structure, (iv) anti-monopoly regulatory actions, (v) cybersecurity and data privacy, (vi) geopolitical tensions and the political and economic policies of the PRC government or the United States government, and (vii) restrictions on intercompany cash transfers and exchange control. For more information, see “Prospectus Summary — Potential Approvals from the PRC Governmental Authorities for the Business Combination” on page 16, “Prospectus Summary — Potential Legal and Operational Risks Associated with Acquiring and Operating a Business in China” on page 17 and “Prospectus Summary — Restrictions in China on the Transfer of Cash and Foreign Exchange Control” on page 19. In the future, new laws, regulations, rules, policies or their interpretation and enforcement or changes to existing laws, regulations, rules, policies or their interpretation and enforcement can be adopted quickly with little advance notice. These legal and operational risks may (i) limit the pool of target companies with which we can consummate a business combination and make it more difficult and costly, or impossible, for us to search for a potential target company and consummate a business combination within the required period, (ii) make it more difficult for us, the combined company, or our or the combined company’s shareholders to protect and enforce their legal rights, (iii) subject us, our PRC target company or the combined company to government enforcement actions, investigations, sanctions, fines, or penalties, (iv) result in a material adverse change in our, our PRC target company or the combined company’s business, financial condition and results of operations, (v) significantly limit or completely hinder our PRC target company’s or the combined company’s ability to offer securities to foreign investors, list on a U.S. stock exchange, and make cross-border cash transfers, and (vi) cause the value of our or the combined company’s securities to significantly decline or become worthless. For more details on related risks, see “Risk Factors — Risks Associated with Acquiring and Operating a Business in China” starting on page 81.

In addition, if our PRC target company operates in certain industries where foreign investment is restricted, it or the combined company may not be able to operate its business in China through direct subsidiaries but would rather be required to adopt a corporate structure under which the combined company, through contractual arrangements among (i) its PRC subsidiaries that are holding companies, (ii) VIEs that are operating companies and (iii) the VIEs’ shareholders, will exercise effective control over the VIEs’ operating activities and bear the risks, and enjoy the rewards, associated with ownership of the VIEs. In that case, shareholders of the combined company will not, and may never, directly own equity interest in the VIEs but will instead hold equity interest in a holding company that does not have any business operations. Under the VIE arrangement, the dividends or other distributions to be paid by the combined company’s PRC subsidiaries to the combined company will depend on such PRC subsidiaries’ entitlement to substantially all of the economic benefits of the VIEs, which are typically in the form of services fees or license fees payable by the VIEs to the PRC subsidiaries under various VIE agreements. Such contractual arrangements may be invalid under PRC laws and may not be as effective as direct ownership in providing the combined company with control over the VIEs, and the combined may be adversely affected if it experiences difficulties in settling the amounts owed to its PRC subsidiaries by the VIEs. For more details on related risks, see “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — If the PRC government deems that the contractual arrangements in relation to the combined company and its VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” on page 90, and “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — The contractual arrangements under a VIE structure may not be as effective as direct ownership in respect of the combined company’s relationship with the VIE, and thus, the combined company may incur substantial costs to enforce the terms of the arrangements, which it may not be able to enforce at all” on page 91.

Our auditor, Enrome LLP, the independent registered public accounting firm of our company, is headquartered in Singapore, registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and subject to PCAOB inspection and was not identified in the Determination Report as a firm subject to the PCAOB’s determinations. However, if the PCAOB determines that it is unable to inspect or investigate completely our current auditor because of a position taken by an authority in Singapore, or if we or the combined company retains another registered public accounting firm that the PCAOB determines that it is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction, we or the combined company will be identified by the U.S. Securities and Exchange Commission (the “SEC”) as a Commission-Identified Issuer, and the SEC will be required under the Holding Foreign Companies Accountable Act (the “HFCAA”) and the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”) to prohibit the trading of our or the combined company’s securities on a national securities exchange and in the over-the-counter market once the Commission-Identified Issuer identification has been made for two consecutive years. On December 16, 2021, the PCAOB issued a Determination Report that found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China of the PRC because of a position taken by one or more authorities in mainland China and (2) the Hong Kong Special Administrative Region because of a position taken by one or more authorities in Hong Kong. On December 15, 2022, the PCAOB announced that it secured complete access to inspect and investigate public accounting firms headquartered in mainland China and Hong Kong and vacated previous determinations to the contrary. In the event that we complete a business combination with a company with substantial operations in China, we cannot assure you that the PCAOB will remain able to inspect and investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. The delisting of the combined company’s securities, or the threat of their being delisted, may substantially limit the combined company’s access to the U.S. capital markets and ability to raise capital on acceptable terms, or at all, result in a material adverse effect on its business, financial condition and prospects, impair your ability to sell or purchase the combined company’s securities when you wish to do so, and cause the value of its securities to decline significantly or become worthless. For more information, see “Prospectus Summary — Potential Lack of PCAOB Inspection and Related Trading Restrictions” on page 18 and “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — Trading in the combined company’s securities may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the combined company’s auditor. The delisting of such securities, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections may deprive investors with the benefits of such inspections” on page 88.

Immediately after this offering, our sponsor, a Cayman Islands company that is under the sole control of a citizen and resident of China, and our officer and directors, most of whom are non-U.S. citizens, will collectively own 21.92% of our issued and outstanding shares (without giving effect to the shares underlying the rights that are being sold as part of the public units and private units and assuming that the underwriters’ over-allotment option is not exercised and that our sponsor, officer and directors do not purchase additional units or shares) and 100% of our total Class B ordinary shares. For more information, see “Principal Shareholders” on page 151. Under our second amended and restated memorandum and articles of association, prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors. As a result, we may be considered a “foreign person” under the rules promulgated by the Committee on Foreign Investment in the United States (“CFIUS”) and may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as CFIUS and may be ultimately prohibited. As a result, the pool of potential targets with which we could complete an initial business combination may be limited. For more details on related risks, see “Risk Factors — Risks Associated with Our Business and Securities —Were we to be considered to be a “foreign person,” we might not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the CFIUS, or ultimately prohibited” on page 45.

In addition, because we and our sponsor are incorporated under the laws of the Cayman Islands, and certain of our officer and directors (namely, Mr. Heung Ming Wong, our Chief Executive Officer, Chief Financial Officer and Director, who is a citizen and resident of the Hong Kong Special Administrative Region, and Mr. Hing Hui Ding, our independent director appointee, who is a citizen and resident of Malaysia) are located outside the United States, investors may experience difficulties and additional costs in effecting service of legal process within the United States or protecting their legal rights through enforcing judgments of U.S. courts or bringing original actions outside the United States based upon U.S. federal securities laws against us, our sponsor, Mr. Wong or Mr. Ding. If the combined company is also incorporated outside the United States or has officers and directors who reside outside the United States, investors may experience difficulties and additional costs in effecting service of legal process within the United States or protecting their legal rights through enforcing judgments of U.S. courts or bringing original actions outside the United States based upon U.S. federal securities laws against the combined company or these officers and directors. For more details, see “Enforceability of Civil Liabilities” on page 98, “Risk Factors — Risks Associated with Our Business and Securities — Because we and our sponsor are incorporated under the laws of the Cayman Islands, and two of our officer and directors are located outside the United States, you may face difficulties in protecting your interests, and your ability to protect your interests, and your ability to protect your rights through the U.S. federal or state courts may be limited” on page 65 and “Risk Factors — Risks Associated with Our Business and Securities — After our initial business combination, it is possible that all or a majority of our officer and directors will live outside the United States and all of our assets will be located outside the United States. Therefore, you may experience difficulties in effecting service of legal process, enforcing judgments of U.S. courts, or bringing original actions outside the United States based upon U.S. federal securities laws against the combined company or its officer and directors, and you may not be able to enforce federal securities laws or your other legal rights” on page 66.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation to subscribe for units may be made to the public in the Cayman Islands.

The underwriters are offering the units for sale on a firm-commitment basis. Delivery of the units will be made on or about __________, 2025.

Sole Book-Running Manager

A.G.P.

The date of this prospectus is _______________, 2025

TABLE OF CONTENTS

PROSPECTUS SUMMARY

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

Except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

All references in this prospectus to our insider shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. All references to the conversion of the Class B ordinary shares shall take effect as a compulsory redemption of Class B ordinary shares and an issuance of the corresponding Class A ordinary shares as a matter of Cayman Islands law.

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

General

We are a blank check company incorporated under the laws of the Cayman Islands as an exempted company with limited liability on July 11, 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We have 12 months from the closing of this offering to consummate our initial business combination. We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. As a blank check company incorporated under the laws of the Cayman Islands, we do not have any operation or subsidiary as of the date of this prospectus, and no transfers, dividends, or distributions of any earnings or settlement of any amounts have been made by us to date.

Although we currently do not have any operation, assets or subsidiary in China, the sole beneficial owner of our sponsor and several of our officer and directors following this offering have significant ties to China. Specifically, Ms. Han Huang, the sole beneficial owner of our sponsor, is a citizen and resident of the PRC. Mr. Heung Ming Wong, our Chief Executive Officer, Chief Financial Officer and Director, is a citizen and resident of the Hong Kong Special Administrative Region. Mr. David Zhang, our independent director appointee, is a citizen of the PRC and a permanent resident of the United States. These ties may make us a less attractive partner to certain potential target businesses, including non-China-or non-Hong Kong-based target companies, limit the pool of potential acquisition candidates, and make it more likely that we will pursue a PRC target company for our initial business combination, which may create additional costs, delays, uncertainties, and liabilities, make it more difficult for us to complete our initial business combination within the required period, hinder our shareholders’ ability to protect their rights, and subject the combined company to various legal and operational risks and uncertainties following the business combination. For more information on related risks, see “Risk Factors — Risks Associated with Our Business and Securities — Our sponsor and several of our officer and directors have significant ties to China, which may limit the pool of potential acquisition candidates and make it more likely for us to pursue a PRC target for our initial business combination and make it more difficult or costly for us to consummate an initial business combination within the required period” on page 43 and “Risk Factors — Risks Associated with Acquiring and Operating a Business in China” starting on page 81.

Of the proceeds we will receive from this offering and the sale of the private units, $60,000,000, or $69,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit or 100% of the gross proceeds of the offering in either case), will be deposited into a United States-based trust account established by [ ] and maintained by [ ] (“[ ]”) acting as trustee. Except for interest earned on the funds in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of: (i) the completion of our initial business combination within the required period; (ii) our redemption of public shares if we have not completed an initial business combination within the required period; (iii) our redemption of public shares in connection with an amendment to our second amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering or (B) with respect to any other provision of our second amended and restated memorandum and articles of association relating to the rights of public shareholders; and (iv) our liquidation.

Competitive Advantage

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

Our mission is to maximize shareholder value by identifying an acquisition target with significant growth prospects. We believe our officer and directors are well positioned to take advantage of the growing set of acquisition opportunities focused on the healthcare innovation sector and that the breadth and depth of their entrepreneurial experience, experience working for public companies, contacts, and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers, will allow us to empower us to adeptly identify, thoroughly assess, and strategically structure transactions to the advantage of all shareholders and generate an attractive transaction for our shareholders. Additionally, we are positioned to source deals through our sponsor or their affiliates, enhancing our capacity to realize our strategic objectives.

We believe we have the following key competitive strengths.

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

Opportunity & Acquisition Target Criteria

Although there is no restriction or limitation on what industry our target operates in, it is our intention to pursue prospective targets that are focused on healthcare innovation. We anticipate targeting what are traditionally known as “small cap” companies domiciled in North America, Europe and/or the Asia Pacific (“APAC”) regions that are developing assets in the biopharmaceutical, medical technology/medical device and diagnostics space which aligns with our officer’s and directors’ experience in operating health care companies and in drug and device technology development as well as diagnostic and other services.

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

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

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

The focus of our officer and directors will be to create shareholder value by leveraging its experience to efficiently guide an emerging healthcare company towards commercialization. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see fit to do so if certain criteria are met.

Our Sponsor, Officer and Directors

Our sponsor is an exempted company with limited liability incorporated under the laws of the Cayman Islands, which was recently formed to invest in our company. Although our sponsor is permitted to undertake any activities permitted under Cayman Islands law and other applicable law, our sponsor’s business is focused on investing in our company. Ms. Han Huang, a citizen and resident of the PRC, is the sole shareholder and director of our sponsor and has the sole voting and dispositive power of the shares held by sponsor.

The sponsor, its affiliates and promoters do not have any material roles or responsibilities in directing and managing our company’s activities. However, prior to the closing of our initial business combination, only holders of our Class B ordinary shares, 92.01% of which are held by the sponsor, (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside of the Cayman Islands (including in any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside of the Cayman Islands). In addition, pursuant to the letter agreement, our officer and directors have agreed that we shall not enter into a definitive agreement regarding a proposed business combination without the prior written consent of the sponsor.

Mr. Heung Ming Wong, a citizen and resident of the Hong Kong Special Administrative Region, has served as our Chief Executive Officer, Chief Financial Officer and Director since December 2024. Mr. Wong has over twenty years’ experience in finance, accounting, internal control, and corporate governance matters. Mr. Wong has served as (i) the Chief Financial Officer and Director of Aimei Health Technology Co., Ltd since May 2023, (ii) an independent director of SAIHEAT Limited (Nasdaq: SAIH), a Singapore-based energy saving mining operator that engages in the hosting of bitcoin mining machines for its clients, since August 2024, (iii) an independent director of Nature Wood Group Limited (Nasdaq: NWGL), a global leading vertically-integrated forestry company headquartered in Macau, since September 2023, (iv) an independent director of E-Home Household Service Holdings Ltd (Nasdaq: EJH), a China-based company mainly engaged in the operation of household services, since March 2023, (v) an independent director of Ostin Technology Group Co., Ltd (Nasdaq: OST), a China-based company mainly engaged in the business of designing, developing and manufacturing TFT-LCD modules, since April 2022, (vi) an independent non-executive director of Helens International Holdings Company Limited (9869HK), a China-based investment holding company mainly engaged in bar operation and franchise business, since August 2021, and (vii) the non-executive Chairman of Raffles Interior Ltd., a Singapore-based interior fitting-out services provider that was previously listed on the Hong Kong Stock Exchange, since September 23, 2022 and the company’s independent director since March 2020. Mr. Wong has also served as (i) an independent director at BAIYU Holdings, Inc. (Nasdaq: BYU) from April 2021 to November 2024, (ii) an independent director at Sansheng Holdings (Group) Co. Ltd. from August 2022 to December 2023, (iii) an independent director of Shifang Holding Group Ltd. (1831HK) from April 2021 to April 2023, (iv) an independent non-executive director of Meihua International Medical Technologies Co., Ltd. (Nasdaq: MHUA) from April 2022 to June 2022, and (v) the Chief Financial Officer of Meten EdtechX Education Group Ltd. (currently known as BTC Digital Ltd.) (Nasdaq: BTCT) from June 2020 to March 2021. Prior to these roles, Mr. Wong worked at Deloitte Touche Tohmatsu (China) and PricewaterhouseCoopers (China) for a total of over 11 years. Mr. Wong received his bachelor’s degree in accountancy from the City University of Hong Kong in 1993 and his master’s degree in electronic commerce from the Open University of Hong Kong in 2003. He is also a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. We believe Mr. Wong is qualified to serve on our board of directors due to his extensive experience in public company directorship, management, finance, accounting, internal control, and corporate governance.

Mr. David Zhang, a citizen of the PRC and a permanent resident of the United States, will serve as our independent director upon the effectiveness of our registration statement of which this prospectus is a part. Mr. Zhang has served as a director of Real Sight Consultant Limited, a consulting firm, since April 2024, from August 2020 to July 2021, and from April 2014 to February 2017. From August 2021 to March 2024, Mr. Zhang served as the Chief Financial Officer and director of iClick Interactive Asia Group Limited (Nasdaq: ICLK), a renowned marketing cloud platform in China. From March 2017 to July 2020, Mr. Zhang served as the Chief Financial Officer of QK International Limited, a leading technology-driven long-term apartment rental platform in China. From October 2009 to March 2014, Mr. Zhang served as the Chief Financial Officer and director of Shifang Holding Limited (1831HK). Prior to these roles, Mr. Zhang held senior management and advisory roles at PwC and Deloitte. Mr. Zhang received his bachelor’s degree in accounting from the University of Shanghai for Science and Technology. Mr. Zhang is a member of the Chinese Institute of Certified Public Accountants and is qualified to practice law in the PRC. We believe Mr. Zhang is qualified to serve on our board of directors due to his extensive experience in directorship, management, finance, accounting, and law.

Mr. Hing Hui Ding, a citizen and resident of Malaysia, will serve as our independent director upon the effectiveness of our registration statement of which this prospectus is a part. Mr. Ding has served as an Executive Director of Raffles Interior Ltd (1376 HK), a Singapore-based interior fitting-out services provider, since March 2019, where he is responsible for overseeing the company’s day-to-day operations, including but not limited to manpower planning, technical solutions, strategies planning and value engineering, strategizing new project approach and methodology, implementing construction activities and project schedules, and monitoring quality assurance and quality control. Mr. Ding joined Raffles Interior Ltd in July 1996 as a site supervisor and has been the company’s Operation Director since January 2011. Mr. Ding received his diploma in electronics engineering from the French-Singapore Institute and holds a certificate in construction productivity management, the bizSAFE Level 1 Certification and the bizSAFE Level 2 Certification. We believe Mr. Ding is qualified to serve on our board of directors due to his extensive experience in management and innovation. 

Mr. Roy Liang, a citizen and resident of the United States, will serve as our independent director upon the effectiveness of our registration statement of which this prospectus is a part. Mr. Liang has served as the Managing Partner of Betterway LLC, a global supply chain service provider founded by seasoned international business experts, since April 2022, and the CEO and Co-founder of Beautifier LLC, a California-based, beauty & sustainability products company, since November 2020. In addition, Mr. Liang has been a Venture Partner of NetworkVC.org since November 2020, where he provides startup advisory related to fund raising and corporate innovation, and a Venture Partner of Grand Shores Ventures from November 2019 to January 2024, where he was responsible for deal sourcing, fundraising, due diligence and relationship-building for the fund. From December 2022 to September 2023, Mr. Liang served as the Director of Investor Relations at MyyShop, a pioneering social commerce platform. From July 2022 to December 2022, Mr. Liang worked in Investor Relations at GEODNET, a global earth observation decentralized network. Mr. Liang’s executive and advisory roles prior to December 2019 include, among others, Vice President of Investment at the Private Equity group of Paulson Investment, a biotech-focused investment bank, Financial Advisor at Morgan Stanley’s Global Financial Service Corporation group, and the Founder & Chief Executive Officer of Bestway Investments LLC, a startup service firm focused on the U.S. and China markets. Mr. Liang received his Bachelor of Business Administration degree, with a concentration in management and leadership, from Portland State University and Master of Business Administration degree, with a concentration in entrepreneurship, from the F.W. Olin Graduate School of Business of Babson College. We believe Mr. Zhang is qualified to serve on our board of directors due to his extensive experience in fundraising, deal sourcing, entrepreneurial management and cross-border transactions.

Each of our officer and directors presently has, and any of them in the future may have, additional, fiduciary, contractual or other obligations or duties to other companies, including other companies that are engaged in business activities similar to those intended to be conducted by us. For a more detailed description of the pre-existing fiduciary and contractual obligations of our officer and directors, and the potential conflicts of interest that such obligations may present, see “Management — Conflicts of Interest.”

Prior experience with SPACs

Ms. Han Huang has the sole voting and dispositive power over the shares held of record by Aimei Investment Ltd, the sponsor of Aimei Health Technology Co., Ltd. Aimei Health Technology Co., Ltd is a blank check company incorporated as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. On December 6, 2023, Aimei Health Technology Co., Ltd consummated its initial public offering of 6,900,000 units, generating gross proceeds of $69,000,000. Under its governing documents, Aimei Health Technology Co., Ltd initially had until 12 months from the closing of its initial public offering (i.e., until December 6, 2024) to consummate its initial business combination and its board may extend the deadline by which it must consummate its initial business combination up to twelve (12) times each for an additional one month (i.e., up to December 6, 2025), if its sponsor requests such extension and deposits additional funds into the trust account Aimei Health Technology Co., Ltd established in connection with its initial public offering.

On June 19, 2024, Aimei Health Technology Co., Ltd entered into a definitive Business Combination Agreement for a business combination with (i) United Hydrogen Group Inc., an exempted company incorporated with limited liability in the Cayman Islands, (ii) United Hydrogen Global Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (iii) United Hydrogen Victor Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco; (iv) United Hydrogen Worldwide Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco; and (v) Aimei Investment Ltd.

On December 11, 2024, an aggregate of $227,000 was deposited into the trust account of Aimei Health Technology Co., Ltd, which enables the company to extend the date by which it has to consummate its initial business combination to January 6, 2025.

In addition, Mr. Heung Ming Wong, our Chief Executive Officer, Chief Financial Officer and Director, has served as Aimei Health Technology Co., Ltd’s Chief Financial Officer and Director since May 15, 2023 and is also Aimei Health Technology Co., Ltd’s principal financial and accounting officer.

Other than the above, our sponsor and its affiliates and promoters have no other prior experience in organizing special purpose acquisition companies and have not been involved in other special purpose acquisition companies.

Securities ownership and compensation

The following table sets forth the payments received or to be received by our sponsor, its affiliates, from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor and its affiliates. The insider shares are identical to the public shares except for with respect to the transfer restrictions, registration rights, redemption rights, liquidating rights, anti-dilution rights, and voting rights described in more detail under “— The Offering — Insider shares and letter agreement” and “Description of Securities — Ordinary Shares.” These private units are identical to the public units sold in this offering, except with respect to certain transfer restrictions and registration rights described under “— Contractual arrangements.”

Assuming no exercise of the over-allotment option and our sponsor, officer and directors do not purchase additional units or shares, the table below sets forth the shareholding information with respect to our initial shareholders and the public shareholders, without giving effect to the shares underlying the rights that are being sold as part of the public units and private units:

Assuming the full exercise of the over-allotment option and that our sponsor, officer and directors do not purchase additional units or shares, the table below sets forth the shareholding information with respect to our initial shareholders and the public shareholders, without giving effect to the shares underlying the rights that are being sold as part of the public units and private units:

The following table illustrates possible sources of dilution and the extent of such dilution that non-redeeming public shareholders could experience in connection with the closing of this offering. The table assumes: Scenario A) 25% of our public shares are redeemed, Scenario B) 50% of our public shares are redeemed, Scenario C) 75% of our public shares are redeemed, and Scenario D) the maximum number of our public shares that may be redeemed to permit us to maintain net tangible assets of $5,000,001 are redeemed.

__________

__________

Contractual arrangements

Pursuant to a letter agreement with us, our sponsor, officer and directors have agreed (i) to waive any right to exercise redemption rights with respect to any ordinary shares beneficially owned or to be owned by them, directly or indirectly, whether acquired before, in, or after the IPO (or to sell such shares to our company in a tender offer), (ii) to waive any and all right, title, interest or claim of any kind in or to any distribution of the trust account (“Claim”) they may have in the future as a result of, or arising out of, any contracts or agreements with us and to not seek recourse against the trust account for any reason whatsoever, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the required period and to liquidating distributions from assets outside the trust account, (iii) to vote all ordinary shares beneficially owned by them (whether acquired before, in, or after this offering) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) not to propose, or vote in favor of, an amendment to our second amended and restated memorandum and articles of association with respect to our pre-business combination activities unless we provide public shareholders with the opportunity to redeem their ordinary shares for cash upon such approval in accordance with such our second amended and restated memorandum and articles of associate, and (v) to subject their insider shares, Class A ordinary shares issuable upon conversion thereof, private units and their component securities, and shares underlying the rights included in the private units to the transfer restrictions summarized in the table below. In addition, in the event of the liquidation of the trust account, our sponsor has agreed to indemnify and hold harmless our company for any debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only to the extent necessary to ensure that such debt or obligation does not reduce the amount of funds in the trust account below $10.00 per share and provided that such indemnity shall not apply if such vendor or prospective target business executed an agreement waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account.

Additionally, the sponsor has entered into an Administrative Support Agreement with us, pursuant to which we will pay to our sponsor $10,000 per month for certain utilities and secretarial and administrative support as may be reasonably required by the Company that the sponsor shall make available, or cause to be made available, to our company or successor until the closing of our initial business combination or our liquidation. Pursuant to the Administrative Support Agreement, Sponsor has waived (i) any Claim in or to, and any and all right to seek payment of any amounts due to it out of, the trust account as a result of, or arising out of, the agreement and (ii) any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the trust account or any monies or other assets in the trust account, and agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the trust account or any monies or other assets in the trust account for any reason whatsoever.

Pursuant to a registration rights agreement to be entered into among our company, the sponsor, and our officer and directors prior to or on the effective date of this offering, at any time and from time to time on or after the date that we consummate a business combination, the holders of a majority-in-interest of (i) 1,500,000 insider shares (or 1,725,000 insider shares if the overallotment is exercised in full), (ii) 285,234 private shares (or 298,734 private shares if the overallotment is exercised in full), (iii) 40,748 ordinary shares (or 42,676 ordinary shares if the overallotment is exercised in full) underlying the rights included in the private units, (iv) any securities issuable upon conversion of working capital loans from our sponsor, officer, directors or their affiliates, if any, (vi any warrants, rights, shares of our company issued as a dividend or other distribution with respect to or in exchange for or in replacement of the aforementioned securities, and (vi) any other equity security held by our initial shareholders as of the date of the registration rights agreement (including shares issued or issuable upon the exercise of such equity security) are entitled to make up to two demands that we register the resale of such securities.  In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination.

As of the date of this prospectus, there is no agreement, arrangement, or understanding, including any payments, between the sponsor and our unaffiliated security holders regarding the redemption of our outstanding securities.

Conflicts of interest

Potential investors should be aware that there are actual or potential material conflicts of interest between (i) our sponsor, officer, directors, promotors and their respective affiliates and (ii) our unaffiliated security holders with respect to determining whether to proceed with a de-SPAC transaction and the manner in which we compensate our sponsor, officer, directors, promotors and their respective affiliates. Because of the financial and personal interests described below, our sponsor, officer and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination and the terms on which we will complete such business combination, and they may be incentivized to (i) pursue a target company that has a less favorable risk, stability or profitability profile for our public shareholders but would be easier, quicker and more certain to guide through the business combination process over a target company that has a better risk, stability or profitability profile for our public shareholders but may take a longer time to diligence and go through the business combination process or (ii) effect our initial business combination with less desirable terms and conditions in order complete a business combination within the required period, both of which could cause our public shareholders to experience a negative rate of return or lose significant value on their shares of the combined company.

We cannot assure you that any of the conflicts mentioned above will be resolved in our favor. Other than the payments described above, our sponsor, officer and directors have agreed pursuant to the letter agreement that they and their affiliates will not receive and will not accept a finder’s fee or any other compensation prior to, or for services rendered in order to effectuate, the consummation of our initial business combination.

Potential Approvals from the PRC Governmental Authorities for this Offering

We have been closely monitoring regulatory developments in China regarding permission or approval that is required from the CSRC or other PRC governmental authorities for overseas listings. Based on our management’s understanding of the current PRC laws, regulations, rules, policies and local market practices, we are not aware of any PRC laws, regulations, rules or policies in force explicitly requiring a Cayman Islands blank check company that does not hold any equity interest in any PRC company or has any business operations in China to obtain permission or approval from any PRC authority to offer securities to foreign investors, list on a U.S. stock exchange, or engage in daily operational activities related to this offering or our initial business combination, regardless whether such company is controlled by, or has officers or directors who are, a PRC citizen and/or resident. In addition, we, our sponsor, and our officer and directors have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering, our listing on Nasdaq or our business operations from any PRC governmental authority. Therefore, we believe that no permission or approval from any PRC government authority is required for this offering, the listing of our securities on Nasdaq, or our business operations related to this offering and the consummation of our initial business combination. Accordingly, we have not applied for (or been denied) any permissions or approval by PRC governmental authorities.

Based on our management’s understanding of the current PRC laws, regulations, rules, policies and local market practices, the following governs the approval, clearance or filing requirements for overseas listings: (i) the Rules on the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the CSRC and certain other PRC governmental authorities, which became effective on September 8, 2006 and was most recently amended on June 22, 2009, (ii) the Revised Cybersecurity Review Measures issued by the CAC and certain other PRC governmental authorities, which became effective on February 15, 2022, and (iii) the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies issued by the CSRC, which became effective on March 31, 2023.

The M&A Rules, among other things, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities in a PRC domestic company to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. As of the date of this prospectus, the CSRC currently has not issued any definitive rule or interpretation concerning whether an offering like this offering is subject to the M&A Rules, and, to our knowledge, the CSRC has not required any other Cayman Islands-incorporated blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities in a to-be-determined industry or geographic region to obtain its approval prior to the offering and listing of such company’s securities on a foreign stock exchange. Because we were not formed for the purpose of an overseas listing of securities in a PRC domestic company, we have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target, we believe we are not subject to the approval requirement under the M&A rules. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules and the CSRC approval requirement to offshore special purpose vehicles.

Pursuant to the Revised Cybersecurity Review Measures, (i) operators of critical information infrastructure that intend to purchase network products and services and online platform operators that conduct data processing activities, in each case that affect or may affect national security, and (ii) operators of network platforms seeking to list abroad that are in possession of more than one million users’ personal information must apply for a cybersecurity review. Because we are a Cayman Islands blank check company with no subsidiary or operations (except for organizational activities and activities related to this offering and, following the closing of this offering, searching for a suitable target to consummate an initial business combination), we believe that we are not required to go through a cybersecurity review before we can list our securities on Nasdaq. However, if we are required to go through a cybersecurity review, we face uncertainties as to whether we will be able to timely complete the review, or at all, and this offering may be delayed or abandoned as a result. Compliance with the Revised Cybersecurity Review Measures will also require additional costs and expenses. Failure to comply with the Revised Cybersecurity Review Measures when required could result in government enforcement actions or investigations and imposition of sanctions, fines or penalties, which could materially and adversely affect our business, financial condition and results of operations, restrict our search for a potential target company, severely hinder our ability to consummate our initial business combination, and cause the value of our securities to decline significantly or become worthless.

On February 17, 2023, the CSRC, as approved by the State Council, released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines, or the Trial Administrative Measures. Further, on May 16, 2023 and May 6, 2024, the CSRC released the sixth and the seventh supporting guideline. The Trial Administrative Measures took effect on March 31, 2023. Pursuant to these rules, a PRC domestic company, which includes (i) any PRC company limited by shares and (ii) any offshore company that conducts its business operations primarily in mainland China and contemplates to offer or list its securities in an overseas market based on its onshore equities, assets, income or similar interests, that seek to directly or indirectly offer or list its securities in an overseas market is required to complete record filing procedures and report relevant information to the CSRC as required within three business days after submitting their listing application documents to the relevant regulatory authority in the place of intended listing. Under the Trial Administrative Measures, if an issuer meets both of the following conditions, its offering and listing shall be determined as an “indirect overseas offering and listing by a Chinese company” and is therefore subject to the filing requirements: (i) any of the revenue, profits, total assets or net assets of the domestic companies in the most recent financial year account for more than 50% of the corresponding data in the issuer’s audited consolidated financial statements for the same period; and (ii) the key link of its business operations are conducted in mainland China or its principal place of business is located in the mainland China, or the majority of senior management in charge of business operations are Chinese citizens or have domicile in the PRC. When determining whether an offering and listing shall be deemed as an “indirect overseas offering and listing by a Chinese company,” the principle of “substance over form” shall be followed. Failure to complete such filing may subject a PRC domestic enterprise to an order of rectification, a warning or a fine between RMB1 million and RMB10 million. Issuers who are subject to the initial filing requirements are also required to file subsequent reports with the CSRC upon the occurrence of material events, such as change of control or delisting. In addition, pursuant to the Trial Administrative Measures, the overseas offering and listing by a PRC company is prohibited under any of the following circumstances, if (i) it is explicitly prohibited by PRC laws; (ii) it may constitute a threat to or endanger national security as determined by competent PRC authorities; (iii) the domestic enterprises and their controlling shareholders and actual controllers have committed certain criminal offenses in the past three years and there is still no explicit conclusion; (iv) the domestic enterprises are currently under investigations in connection with suspicion of having committed criminal offences or material violations of applicable laws and regulations; or (v) there is material ownership disputes over the shareholdings held by the controlling shareholder or the shareholder under the control of the controlling shareholder or the actual controllers.

Because we are a Cayman Islands-incorporated company with no operation, assets or subsidiary in China, we believe that we are not subject to the filing requirements under the Trial Administrative Measures. However, as of the date of this prospectus, significant uncertainties exist regarding the interpretation and implementation of the Trial Administrative Measures. Therefore, we cannot assure you that the CSRC will not require us to complete the relevant filing procedures before we can offer our securities to foreign investors or list our securities on Nasdaq or that the CSRC will not, after this offering and the listing of our securities on Nasdaq, impose sanctions, fines or penalties for failing to comply with the Trial Administrative Measures. If we are required to complete the filing procedures required under the Trial Administrative Measures before the consummation of this offering, it is uncertain how long it will take us to complete such filing procedures, and this offering may be delayed or abandoned as a result. Compliance with the Trial Administrative Measures will also require additional costs and expenses. Failure to comply with the Trial Administrative Measures when required could result in government enforcement actions or investigations and imposition of sanctions, fines or penalties, which could materially and adversely affect our business, financial condition and results of operations, restrict our search for a potential target company, and severely hinder our ability to consummate our initial business combination, and cause the value of our securities to decline significantly or become worthless.

However, no PRC legal counsel has been retained for the purpose of this offering, and our belief that no permission or approval from any PRC government authority is required for this offering, the listing of our securities on Nasdaq, or our business operations related to this offering and the consummation of our initial business combination is not based on the advice of any PRC counsel. Therefore, we cannot assure you that our management’s understanding is correct or that relevant PRC government authorities will not take a contrary view.

In addition, any future changes to existing laws, regulations, rules, policies and their interpretations or enforcement, which may be adopted with little advance notice, or any future action that the PRC government may take at any time, may require us to obtain permission or approval from the PRC government in order to offer securities to foreign investors, list or continue to on a U.S. stock exchange, or engage in daily operational activities related to this offering or our initial business combination.

In the event that we are required to obtain such permission or approval, it is uncertain when, whether, and how costly it will be for us to do so and how our compliance efforts may affect our business, financial condition and results of operations, and this offering may be delayed or abandoned as a result. Failure to obtain such permission or approval could result in government enforcement actions or investigations and imposition of sanctions, fines or penalties, significantly limit or completely hinder our ability to offer our securities to investors, list in the U.S., or conduct our business operations related to this offering, and cause the value of our securities to decline significantly or become worthless. Even when such permission or approval is obtained, uncertainties remain whether it will be denied or rescinded. For more information on related risks, see “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — While we do not believe any permission or approval from PRC government authorities is required for this offering, the listing of our securities on Nasdaq, or our business operations related to this offering or our initial business combination, we cannot assure you that the relevant PRC government authorities will not take a contrary view or that they will not require us to obtain such permission or approval in the future” on page 81.

Potential Approvals from the PRC Governmental Authorities for the Business Combination

We are not limited to a particular industry or geographic region for purposes of consummating an initial business combination. If we decide to consummate our initial business combination with a PRC target company, we, the PRC target company or the combined company may need to obtain prior permission or approval from the relevant PRC government authorities, and the complex procedures under various PRC laws, regulations, rules and policies make it more difficult for us to consummate our initial business combination within the required period.

If we decide to consummate a business combination with a PRC target company that is engaged in a business in which foreign investment is prohibited, the PRC target company will be required, under the Special Administrative Measures for Access of Foreign Investments promulgated and are amended from time to time by the Ministry of Commerce (the “MOFCOM”) and the National Development and Reform Commission (the “NDRC”) (as amended, the “Negative List”) to obtain approval from relevant government authorities before offering and listing its shares on an overseas stock exchange. In addition, if our business combination with a PRC target company triggers “national security” concerns, the transaction may be subject to strict review by MOFCOM and additional reporting obligations will apply; and if our PRC target company is an operator of network platforms that is in possession of more than one million users’ personal information, the transaction will be subject to the cybersecurity review requirements under the Revised Cybersecurity Review Measures.

Furthermore, under the Trial Administrative Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either through direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Trial Administrative Measures provides that an issuer who is not otherwise banned from listing overseas or exempt from the filing requirement will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China.

Substantial uncertainties still exist with respect to the interpretation and implementation of the abovementioned laws and regulations and how they may impact our ability to pursue a business combination with a PRC target company. If we begin our business combination process with a PRC target company, we expect to retain a PRC legal counsel who will advise us, and provide its opinion of counsel relating to, the applicable approval, review and filing requirements for the business combination. However, we cannot assure you that the PRC legal counsel will reach the same conclusion as the in-charge PRC government authorities. In addition, any future changes to existing laws, regulations, rules, policies and their interpretations or enforcement, which may be adopted with little advance notice, or any future action that the PRC government may take at any time, may subject our initial business combination to additional permission or approval requirements.

In the event that permission or approval requirements are required, compliance with these requirements will require additional time, costs and expenses, and it is uncertain when, whether, and how costly it will be for us, our PRC target company, or post-combination listing entity to meet such requirements. We may need to expend more time, effort and resources to identify a suitable target in China and to consummate an initial business combination, and we may fail to consummate an initial business combination within the required period or consummate an initial business combination on terms that are the most favorable to our shareholders. Failure to comply with such requirements could result in government enforcement actions or investigations and imposition of sanctions, fines or penalties, significantly limit or completely hinder our ability to complete an initial business combination within the required period and the combined company’s ability to offer its securities to investors, list in the U.S., or conduct its business operations, materially and adversely affect the PRC target company or the combined company’s business, financial condition and results of operations, and cause the value of our or the combined company’s securities to decline significantly or become worthless. Even when such permission or approval is obtained, uncertainties remain whether it will be denied or rescinded.

For more information on related risks, see “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — If we decide to consummate our initial business combination with a PRC target company, we, the PRC target company or the combined company may need to obtain prior permission or approval from the relevant PRC government authorities, and the complex procedures under various PRC laws and regulations make it more difficult for us to consummate our initial business combination within the required period” on page 86.

Potential Legal and Operational Risks Associated with Acquiring and Operating a Business in China

PRC laws and regulations are sometimes vague and uncertain, and changes to existing laws, regulations, rules, policies or their interpretation and enforcement can be adopted quickly with little advance notice. These changes could adversely affect us or our potential business combination with a PRC target company and the business, financial condition and results of operations of the PRC target company or the combined company. For more information on related risks, see “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — Uncertainties in the interpretation and enforcement of PRC laws, regulations and policies, some of which are vague or newly adopted, could limit the legal protections available to investors and our company, make it more difficult for us to consummate this offering or our initial business combination, and materially and adversely affect our PRC target company’s or the combined company’s business and results of operations and the value of our or the combined company’s securities” on page 84.

The PRC government has substantial control over Chinese companies’ operations and their ability to make or accept foreign investments, list on a U.S. stock exchange or make cross-border cash transfers, and it may seek to intervene with, or influence, our, the PRC target company’s, or the combined company’s operations at any time as it deems appropriate to further its regulatory, political and societal goals, which may severely hinder our ability to consummate our initial business combination and cause the value of our or the combined company’s securities to decline significantly or become worthless. It is uncertain whether we, our PRC target company, or the combined company will be able to comply with such regulatory changes if they are made with little advance notice. In addition, because the sole beneficial owner of our sponsor and several our officer and directors following this offering have significant ties to China, the Chinese government may also intervene or influence our search for a target business or the completion of our initial business combination at any time through these individuals, which may severely hinder our ability to consummate our initial business combination and cause the value of our securities to decline significantly or become worthless. See “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — The PRC government has significant control over Chinese companies’ operations and their ability to make or accept foreign investments, list on a U.S. stock exchange or make cross-border cash transfers, and it may seek to influence, intervene with, or exert more control over our, the PRC target company’s, or the combined company’s operations at any time” on page 85 for further information.

In recent years, the PRC government has initiated a series of regulatory actions and statements and adopted new laws, regulations, rules and policies to regulate business operations in China to, among other things, crack down on illegal activities in the securities market, enhance supervision over China-based companies that are listed overseas, extend the scope of cybersecurity reviews, expand its efforts in anti-monopoly enforcement, and impose more stringent regulations on certain industries. Because many of these regulatory actions, policies and regulations are relatively new, their potential impact on us, the PRC target company or the combined company is highly uncertain. If we decide to consummate our initial business combination with a PRC target company, we, the target company or the combined company may face various legal and operational risks and uncertainties associated with doing business in China relating to, including but not limited to, (i) regulatory review and approval of the proposed business combination, overseas listing, and the offering of securities to foreign investors, (ii) restrictions on foreign ownership and investment in certain assets and industries, (iii) regulations related to the VIE structure (if the PRC target company or the combined company is required to use such VIE structure), including the validity and enforcement of the agreements in connection with such a VIE structure, (iv) anti-monopoly regulatory actions, (v) cybersecurity and data privacy, (vi) geopolitical tensions and the political and economic policies of the PRC government or the United States government, and (vii) restrictions on intercompany cash transfers and exchange control. These legal and operational risks may (i) limit the pool of target companies with which we can consummate a business combination and make it more difficult and costly, or impossible, for us to search for a potential target company and consummate a business combination within the required period, (ii) make it more difficult for us, the combined company, or our or the combined company’s shareholders to protect and enforce their legal rights, (iii) subject us, our PRC target company or the combined company to government enforcement actions, investigations, sanctions, fines, or penalties, (iv) result in a material adverse change in our, our PRC target company or the combined company’s business, financial condition and results of operations, (v) significantly limit or completely hinder our PRC target company’s or the combined company’s ability to offer securities to foreign investors, list on a U.S. stock exchange, and make cross-border cash transfers, and (vi) cause the value of our or the combined company’s securities to significantly decline or become worthless.

In particular, if our PRC target company operates in certain industries where foreign investment is restricted, it or the combined company may not be able to operate its business in China through direct subsidiaries but would rather be required to adopt a corporate structure under which the combined company, through contractual arrangements among (i) its PRC subsidiaries that are holding companies, (ii) VIEs that are operating companies and (iii) the VIEs’ shareholders, will exercise effective control over the VIEs’ operating activities and bear the risks, and enjoy the rewards, associated with ownership of the VIEs. In that case, shareholders of the combined company will not, and may never, directly own equity interest in the VIEs but will instead hold equity interest in a holding company that does not have any business operations. Under the VIE arrangement, the dividends or other distributions to be paid by the combined company’s PRC subsidiaries to the combined company will depend on such PRC subsidiaries’ entitlement to substantially all of the economic benefits of the VIEs, which are typically in the form of services fees or license fees payable by the VIEs to the PRC subsidiaries under various VIE agreements. Such contractual arrangements may be invalid under PRC laws and may not be as effective as direct ownership in providing the combined company with control over the VIEs, and the combined may be adversely affected if it experiences difficulties in settling the amounts owed to its PRC subsidiaries by the VIEs. For more details on related risks, see “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — If the PRC government deems that the contractual arrangements in relation to the combined company and its VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” on page 90, and “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — The contractual arrangements under a VIE structure may not be as effective as direct ownership in respect of the combined company’s relationship with the VIE, and thus, the combined company may incur substantial costs to enforce the terms of the arrangements, which it may not be able to enforce at all” on page 91.

Potential Lack of PCAOB Inspection and Related Trading Restrictions

Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 that found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China of the PRC because of a position taken by one or more authorities in mainland China and (2) the Hong Kong Special Administrative Region because of a position taken by one or more authorities in Hong Kong. On December 15, 2022, the PCAOB announced that it secured complete access to inspect and investigate public accounting firms headquartered in mainland China and Hong Kong and vacated previous determinations to the contrary. However, future regulatory changes could prohibit independent accountants from providing audit documentation located in mainland China or Hong Kong to the PCAOB for inspection or investigation, and the PCAOB could in the future once again determine that it is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong.

Our auditor, Enrome LLP, the independent registered public accounting firm of our company, is headquartered in Singapore, registered with the PCAOB and subject to PCAOB inspection and was not identified in the Determination Report as a firm subject to the PCAOB’s determinations. However, in the event that we decide to consummate our initial business combination with a PRC target company and the PCAOB determines that it is unable to inspect or investigate completely the combined company’s auditor, the combined company will be identified by the SEC as a Commission-Identified Issuer, and the SEC will be required under the HFCAA and AHFCAA to prohibit the trading of the combined company’s securities on a national securities exchange and in the over-the-counter market once the Commission-Identified Issuer identification has been made for two consecutive years. The delisting of such securities, or the threat of their being delisted, may substantially limit the combined company’s access to the U.S. capital markets and ability to raise capital on acceptable terms, or at all, result in a material adverse effect on its business, financial condition and prospects, impair your ability to sell or purchase the combined company’s securities when you wish to do so, and cause the value of its securities to decline significantly or become worthless. Additionally, the inability of the PCAOB to conduct inspections may deprive investors of the benefits of such inspections. For more information, see “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — Trading in the combined company’s securities may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the combined company’s auditor. The delisting of such securities, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections may deprive investors with the benefits of such inspections” on page 88.

Restrictions in China on the Transfer of Cash and Foreign Exchange Control

We are a blank check company with no subsidiary or operations (except for organizational activities and activities related to this offering and, following the closing of this offering, searching for a suitable target to consummate an initial business combination), we have not received, declared or made any dividends, distributions, capital contribution, shareholder loans or any other internal cash transfers. As such, we do not believe we are currently subject to restrictions under PRC laws, regulations, and policies with respect to cash transfer and currency conversion. The funds held in our trust account are not held in China but are instead held in U.S. dollars in the United States, and we are not aware of any PRC law or regulation that would prevent us from making redemption payments to our shareholders. However, if we decide to consummate an initial business combination with a PRC target company, existing or future restrictions on currency exchanges may limit our ability to use the proceeds of this offering in an initial business combination with a PRC target company or to complete the most desirable business combination available to us.

If we consummate an initial business combination with a PRC target company, the combined company’s operating companies may receive substantially all of their revenues in Renminbi, and any transfer of funds among the combined company, its shareholders, its subsidiaries, and VIEs that entered into contractual arrangements with its subsidiaries will be subject to PRC laws and regulations on foreign investment, dividends, distributions, private lending, the conversion between Renminbi and foreign currencies, and remittance of currencies out of the PRC. Since the combined company is expected to be a Cayman Islands holding company with no business operations of its own, it will need to rely on the dividends paid by its PRC subsidiaries to pay dividends, if any, to its shareholders, settle its contractual obligations or other liquidity requirements or fund operations that it may have outside of the PRC, and may not be able to obtain sufficient foreign currencies to satisfy its or its subsidiaries’ foreign currency demands or otherwise use the proceeds of the business combination effectively.

Under current regulations in China, a PRC operating company is permitted to pay dividends only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, an operating company in China will be required to set aside at least 10% (up to an aggregate amount equal to half of its registered capital) of its accumulated profits each year. Such cash reserve may not be distributed as cash dividends. Each such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As a result, the combined company’s PRC subsidiaries may not have sufficient distributable profits to pay dividends to the combined company.

In addition, following our initial business combination, the PRC subsidiaries of the combined company will likely be foreign invested enterprises (“FIEs”) as a result of its ownership structure. FIEs who hold valid “Foreign Exchange Registration Certificates for FIEs” are allowed to open foreign currency accounts including a “current account” and “capital account.” Currency conversion within the scope of the “current account,” such as remittance of foreign currencies for payment of dividends, profit distributions, interest payments and expenditures from trade-related transactions, can be effected without requiring the approval of the SAFE, as long as certain procedural requirements are met. The conversion of currency in the “capital account,” including capital items such as direct investment, loans and securities, and the remittance of foreign currencies and remitted out of China still require approvals from or registration with appropriate government authorities or their authorized banks is required.

If the combined company makes loans or additional capital contributions to its PRC subsidiaries, most of these activities are subject to PRC regulations and approvals. Loans by a foreign company to its PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE, and capital contributions to its PRC subsidiaries are subject to the requirement of making necessary filings or registrations through enterprise registration system with competent governmental authorities in China. In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, the combined company may not be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by it to its PRC subsidiaries or with respect to future capital contributions by it to its PRC subsidiaries. As a result, the combined company may fail to provide prompt financial support to its PRC subsidiaries when needed, which could materially and adversely affect its liquidity and its ability to expand its business.

The PRC government also may in the future at its discretion restrict access to foreign currencies for current account transactions or expand the scope of capital account transactions, and we cannot assure you the PRC regulatory authorities will not impose further restrictions on the convertibility of the Renminbi or the remittance of Renminbi into or out of the PRC.  If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining sufficient foreign currencies to satisfy their foreign currency demands, the PRC subsidiaries of the combined company may not be able to pay dividends or repay loans in foreign currencies to their offshore intermediary holding companies and ultimately to the combined company. If the foreign exchange control regulations prevent the combined company from obtaining sufficient foreign currencies from its PRC subsidiaries to satisfy its capital demands, the combined company may not be able to pay dividends, if any, to its shareholders, settle its contractual obligations or other liquidity requirements or fund operations that it may have outside of the PRC.

For more information on related risks, see “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — The PRC government has significant authority to exert restrictions on foreign exchange and companies’ ability to transfer cash between entities, across borders and to U.S. investors,” “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — If we consummate a business combination with a PRC target company, the PRC subsidiaries of the combined company will be subject to restrictions on dividend payments,” “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — Exchange controls and governmental controls of currency conversion that exist in the PRC may restrict or prevent us from using the proceeds of this offering to acquire a target company in the PRC and limit the ability of the combined company and its subsidiaries or VIEs to utilize cash flow effectively, which may affect the value of your investment,” “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — If we consummate our business combination with a target business operating in China, PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict the combined company’s ability to use the proceeds from the business combination or other capital-raising activities to make loans to or make additional capital contributions to its PRC subsidiaries, which could materially and adversely affect the PRC operating companies’ liquidity and ability to fund their operations,” “Risk Factors — Risks Associated with Acquiring and Operating a Business in China — PRC regulations relating to offshore investment activities by PRC residents may limit our ability to consummate this business combination, the combined company’s ability to inject capital into its PRC subsidiaries, limit these PRC subsidiaries’ ability to change their registered capital or distribute profits to the combined company, or otherwise expose us, the combined company, or the relevant PRC resident beneficial owners to liability and penalties under PRC laws.”

Enforceability of Civil Liability

Because we and our sponsor are incorporated under the laws of the Cayman Islands, and certain of our officer and directors (namely, Mr. Heung Ming Wong, our Chief Executive Officer, Chief Financial Officer and Director, who is a citizen and resident of the Hong Kong Special Administrative Region, and Mr. Hing Hui Ding, our independent director appointee, who is a citizen and resident of Malaysia) are located outside the United States, investors may experience difficulties and additional costs in effecting service of legal process within the United States or protecting their legal rights through enforcing judgments of U.S. courts or bringing original actions outside the United States based upon U.S. federal securities laws against us, our sponsor, Mr. Wong or Mr. Ding.  For more details, see “Enforceability of Civil Liabilities” on page 98 and “Risk Factors — Risks Associated with Our Business and Securities — Because we and our sponsor are incorporated under the laws of the Cayman Islands, and two of our officer and directors are located outside the United States, you may face difficulties in protecting your interests, and your ability to protect your interests, and your ability to protect your rights through the U.S. federal or state courts may be limited” on page 65.

If the combined company is also incorporated outside the United States or has officers and directors who reside outside the United States, investors may experience difficulties and additional costs in effecting service of legal process within the United States or protecting their legal rights through enforcing judgments of U.S. courts or bringing original actions outside the United States based upon U.S. federal securities laws against the combined company or these officers and directors. For more details, see “Enforceability of Civil Liabilities” on page 98 and “Risk Factors — Risks Associated with Our Business and Securities — After our initial business combination, it is possible that all or a majority of our officer and directors will live outside the United States and all of our assets will be located outside the United States. Therefore, you may experience difficulties in effecting service of legal process, enforcing judgments of U.S. courts, or bringing original actions outside the United States based upon U.S. federal securities laws against the combined company or its officer and directors, and you may not be able to enforce federal securities laws or your other legal rights” on page 66.

In particular, if we decide to consummate our initial business combination with a target business based in and primarily operating in China, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against the combined company or its officer and directors predicated upon the civil liability provisions of the securities laws of the United States or any state. The recognition and enforcement of foreign judgments in mainland China are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment by us against the officers or directors or the future combined company if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or the public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. Furthermore, there would be added costs and issues with bringing an original action in foreign courts against the combined company or its officer and directors to enforce liabilities based upon the U.S. federal securities laws, and they still may be fruitless.

Potential Additional Financings 

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our initial shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. These financing transactions are typically designed to ensure a return on investment to the investor in exchange for assisting the company in completing the business combination or providing sufficient liquidity to the combined company. The price of the shares we issue may therefore be lesser, and potentially significantly lesser, than the market price for our shares at such time. These financing transactions may be significantly dilutive to the combined company, and represent the type of financing risk that is not associated with traditional initial public offerings. Any such additional financing, including issuance of equity or convertible securities, may significantly dilute the interests of our public shareholders. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Effecting Our Initial Business Combination

We will have until 12 months from the closing of this offering to consummate our initial business combination. If we anticipate that we may not be able to consummate our initial business combination within  12 months from the closing of this offering, we will seek shareholder approval to extend the date by which we must consummate our initial business combination on terms to be specified in the relevant proxy solicitation statement. In the event an amendment to our second amended and restated memorandum and articles of association is made (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering or (B) with respect to any other provision of our second amended and restated memorandum and articles of association relating to the rights of our public shareholders, our second amended and restated memorandum and articles of association also require us to provide our public shareholders who are not our Founder, directors or officer with the opportunity to redeem their public shares for cash upon the approval of any such amendment, regardless of whether they vote for or against the proposed amendments or do not vote at all, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of amounts withdrawn for payment of any income taxes and up to $100,000 to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. However, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

If we are unable to complete our initial business combination within the 12-month period or such period that may be extended, we will distribute the aggregate amount then on deposit in the trust account, including interest (net of amounts withdrawn for payment of any income taxes and up to $100,000 to pay dissolution expenses), pro rata to our public shareholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein.

We will either (i) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination or abstain from voting, into their pro rata portion of the aggregate amount then on deposit in the trust account (net of taxes payable) or (ii) provide our public shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata portion of the aggregate amount then on deposit in the trust account. The decision as to whether we will seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. If we so choose and we are legally permitted to do so, we will have the flexibility to avoid a shareholder vote and allow our shareholders to sell their shares pursuant to the tender offer rules of the Securities and Exchange Commission, or SEC. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

Nasdaq rules provide that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. If our securities are not listed on Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on Nasdaq at the time of our initial business combination.

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

Status as a Publicly Listed Company

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

Strong Financial Position and Flexibility

With a trust account initially in the amount of $60,000,000 (or $69,000,000 if the over-allotment option is exercised in full), we can offer a target business a variety of options to facilitate a business combination and fund future expansion and growth of its business. This amount assumes no redemptions. Because we are able to consummate a business combination using the cash proceeds from this offering, our share capital, debt or a combination of the foregoing, we have the flexibility to use an efficient structure allowing us to tailor the consideration to be paid to the target business to address the needs of the parties. However, if a business combination requires us to use substantially all of our cash to pay for the purchase price, we may need to arrange third party financing to help fund our business combination. Since we have no specific business combination under consideration, we have not taken any steps to secure third party financing. Accordingly, our flexibility in structuring a business combination may be subject to these constraints.

The Offering

In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of our sponsor, officer and directors, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these, and the other risks set forth in the “Risk Factors” section beginning on page 42 of this prospectus.

Risk Factors Summary

We are a blank check company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our officer and directors, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, see “Proposed Business— Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You should carefully consider these, and the other risks set forth in the sections entitled “Risk Factors” beginning on page 42 of this prospectus.

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects that you should consider before making a decision to invest in our ordinary shares. These risks include, but are not limited to, the following:

Risks Associated with Our Business and Securities

Risks Associated with Acquiring and Operating a Business Outside of the United States

Risks Associated with Acquiring and Operating a Business in China

SUMMARY FINANCIAL DATA

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

____________ 

We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, if we obtain an ordinary resolution under Cayman Islands law and our second amended and restated memorandum and articles of association, which requires the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company.

If no business combination is completed within 12 months from the closing of this initial public offering or such later time as our shareholders may approve in accordance with our second amended and restated memorandum and articles of association, the proceeds then on deposit in the trust account, including interest (which interest shall be net of amounts withdrawn for payment of any income taxes and up to $100,000 to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officer and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive any and all Claims with respect to their insider shares and private shares and any Claim they may have in the future as a result of, or arising out of, any contracts or agreements with us, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and to liquidating distributions from assets outside the trust account, and to not seek recourse against the trust account for any reason whatsoever.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully the material risks described below, which we believe represent the material risks related to the offering, together with the other information contained in this prospectus, before making a decision to invest in our units. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described below.

Risks Associated with Our Business and Securities

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

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

If we are unable to consummate a business combination, our public shareholders may be forced to wait more than 12 months before receiving liquidation distributions.

We will have 12 months from the closing of this initial public offering to complete a business combination. Prior to such date, except for interest earned on the funds in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of: (i) the completion of our initial business combination within the required period; (ii) our redemption of public shares if we have not completed an initial business combination within the required period; (iii) our redemption of public shares in connection with an amendment to our second amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering or (B) with respect to any other provision of our second amended and restated memorandum and articles of association relating to the rights of public shareholders; and (iv) our liquidation.

Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate your investment, you may be forced to sell your securities potentially at a loss.

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

We may pursue acquisition opportunities in any geographic region and in any business industry or sector. Except for the limitations that a target business have a fair market value of at least 80% of the value of the trust account (less any deferred underwriting discounts and taxes payable on interest earned) and that we are not permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Because we have not yet identified or approached any specific target business with respect to our initial business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. As such, although we are not targeting target companies in China, we may consider a business combination with an entity or business with a physical presence or other significant ties to China, which may subject the post-business combination business to the laws, regulations and policies of China.

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

Our sponsor and several of our officer and directors have significant ties to China, which may limit the pool of potential acquisition candidates and make it more likely for us to pursue a PRC target for our initial business combination and make it more difficult or costly for us to consummate an initial business combination within the required period within the required period.

Although we currently do not have any PRC subsidiary or China operations, the sole beneficial owner of our sponsor and several of our officer and directors following this offering have significant ties to China. Specifically, Ms. Han Huang, the sole beneficial owner of our sponsor, is a citizen and resident of the PRC. Mr. Heung Ming Wong, our Chief Executive Officer, Chief Financial Officer and Director, is a citizen and resident of the Hong Kong Special Administrative Region. Mr. David Zhang, our independent director appointee, is a citizen of the PRC and a permanent resident of the United States. The significant ties of our sponsor, officer and directors to China may make us a less attractive partner to certain potential target businesses, including non-China-or non-Hong Kong-based target companies, limit our pool of acquisition candidates, negatively impact our search for an initial business combination, and make it more likely for us to pursue a PRC target company for our initial business combination, which will may create additional costs, delays, uncertainties and liabilities. As a result, it may be more difficult for us to complete an initial business combination with a target company within the required period.

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

In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, and extended the time to consummate a business combination. Amending our second amended and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, which requires (i) the affirmative vote of at least two-thirds (or, with respect to the provisions regulating the appointment and removal of directors and the vote on continuing our company in a jurisdiction outside the Cayman Islands (including in any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside of the Cayman Islands), 90%) of the votes cast by such shareholders as, being entitled to do so, vote in person or where proxies are allowed, by proxy at the applicable general meeting of the company, or (ii) a unanimous written resolution of all of our shareholders entitled to vote on such matter. We cannot assure you that we will not seek to amend our second amended and restated memorandum and articles of association or other governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

If we anticipate that we may not be able to consummate our initial business combination within 12 months from the closing of this offering, we will seek shareholder approval to extend the date by which we must consummate our initial business combination on terms to be specified in the relevant proxy solicitation statement. In the event an amendment to our second amended and restated memorandum and articles of association is made (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering or (B) with respect to any other provision of our second amended and restated memorandum and articles of association relating to the rights of our public shareholders, our second amended and restated memorandum and articles of association also require us to provide our public shareholders who are not our Founder, directors or officer with the opportunity to redeem their public shares for cash upon the approval of any such amendment, regardless of whether they vote for or against the proposed amendments or do not vote at all, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of amounts withdrawn for payment of any income taxes and up to $100,000 to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. However, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

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

We have 12 months from the closing of this initial public offering to complete an initial business combination. Any potential target business with which we enter into negotiations concerning a business combination will be aware of this requirement. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete a business combination with that particular target business, we may be unable to complete a business combination with any other target business. This risk will increase as we get closer to the time limits referenced above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

Our ability to consummate an attractive business combination may be impacted by the market for initial public offerings.

If the market for initial public offerings is limited, we believe there will be more attractive target businesses open to consummating an initial business combination with us as a means to achieve publicly held status. Alternatively, if the market for initial public offerings is robust, we believe that there will be fewer attractive target businesses amenable to consummating an initial business combination with us to become a public reporting company. Accordingly, during periods with strong public offering markets, it may be more difficult for us to complete an initial business combination.

We face competition in finding an attractive target for an initial business combination. This could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target.

In recent years, many companies have entered into business combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many additional special purpose acquisition companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target for an initial business combination.

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

Were we to be considered to be a “foreign person,” we might not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the CFIUS, or ultimately prohibited.

Certain investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to review and approval by CFIUS. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.”

In addition, if our potential initial business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. Immediately after this offering, our sponsor, a Cayman Islands company that is under the sole control of a citizen and resident of China, and our officer and directors, most of whom are non-U.S. citizens, will collectively own 21.92% of our issued and outstanding shares (without giving effect to the shares underlying the rights that are being sold as part of the public units and private units and assuming that the underwriters’ over-allotment option is not exercised and that our sponsor, officer and directors do not purchase additional units or shares) and 100% of our total Class B ordinary shares. For more information, see “Principal Shareholders.” In addition, Under our second amended and restated memorandum and articles of association, prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors. As a result, we may be considered a “foreign person.” Except as disclosed herein, we and our sponsor have no other substantial ties with a non-U.S. person. However, if CFIUS has jurisdiction over our initial business combination, CFIUS may decide to make inquiries regarding, block, or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. Moreover, the likelihood of a CFIUS inquiry concerning a potential business combination generally tends to be higher if a transaction involves direct or indirect investment from, or a nexus to, China, and any such inquiry may result in delays or complications for a potential business combination.

If we were considered to be a “foreign person,” foreign ownership and control limitations, and the potential impact of CFIUS and similar non-U.S. national security regulators, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination could be limited and we could be adversely affected in terms of competing with other SPACs that do not have similar foreign ownership and control issues.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive the redemption value per share (as described herein), and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

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

Since the net proceeds of this offering are intended to be used to complete a business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, since we expect to have net tangible assets of at least $5,000,001 upon the successful consummation of this offering and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, or we will be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act, we are exempt from rules promulgated by the SEC to protect investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules which would, for example, completely restrict the transferability of our securities, restrict the use of interest earned on the funds held in the trust account and require us to complete a business combination within 18 months from the closing of the offering. Because we are not subject to Rule 419, our units will be immediately tradable, we will be entitled to withdraw amounts from the funds held in the trust account prior to the completion of a business combination and we may have more time to complete an initial business combination. For a more detailed comparison of this offering to offerings that comply with Rule 419, see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”

We may issue additional Class A ordinary shares or preference shares or debt securities to complete a business combination, which would reduce the equity interest of our shareholders and likely cause a change in control of our ownership.

Our second amended and restated memorandum and articles of association will authorize the issuance of up to 60,000,000 Class A ordinary shares of a par value of $0.0001 each, 6,000,000 Class B ordinary shares of a par value of $0.0001 each and 600,000 preference shares of a par value of $0.0001 each. Immediately after this offering, there will be 51,854,766 and 4,500,000 (assuming in each case that the underwriters have not exercised their over-allotment option and the forfeiture of 225,000 Class B ordinary shares) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account Class A ordinary shares reserved for issuance upon conversion of outstanding rights or Class A ordinary shares issuable upon conversion of the Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) concurrently with the consummation of our initial business combination or earlier at the option of the holder, initially at a one-for-one ratio but subject to the anti-dilution adjustments as set forth in our second amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination. For more information, see “Description of Securities — Ordinary Shares.” Immediately after this offering, there will be no preference shares issued and outstanding.

Although we have no commitment as of the date of this offering, we may issue a substantial number of additional ordinary shares or preference shares or debt securities, or a combination thereof, to complete a business combination. The issuance of additional ordinary shares or preference shares:

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

Since we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering prove to be insufficient, either because of the size of the business combination, the depletion of the available net proceeds in search of a target business, or the obligation to convert into cash (or purchase in any tender offer) a significant number of shares from dissenting shareholders, we will be required to seek additional financing. Such financing may not be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officer, directors or shareholders is required to provide any financing to us in connection with or after a business combination.

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

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

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

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

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our officer and directors who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

If we deviate from the acquisition criteria or guidelines set forth in this prospectus, investors in this offering may have rescission rights or may bring an action for damages against us or we could be subject to civil or criminal actions taken by governmental authorities.

If we were to elect to deviate from the acquisition criteria or guidelines set forth in this prospectus, each person who purchased units in this offering and still held such securities upon learning of the facts relating to the deviation may seek rescission of the purchase of the units he or she acquired in the offering (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or bring an action for damages against us (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security). In such event, we could also be subject to civil or criminal actions taken by governmental authorities. For instance, the SEC can seek injunctions under Section 20(b) of the Securities Act if it believes a violation under the Securities Act has occurred or is imminent. The SEC can also seek civil penalties under Sections 20(d) and 24 if a party has violated the Securities Act or an injunctive action taken by the SEC or if a party willfully, in a registration statement filed under the Securities Act, makes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Furthermore, Section 20 allows the SEC to refer matters to the attorney general to bring criminal penalties against an issuer.

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

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a public shareholder fails to receive our tender offer or proxy materials, as applicable, such public shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to our public shareholders in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their public shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its public shares may not be redeemed.

Holders of rights will not have redemption rights if we are unable to complete an initial business combination within the required period.

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

We have no obligation to net cash settle the rights.

In no event will we have any obligation to net cash settle the rights. Accordingly, the rights may expire worthless.

We may amend the terms of the rights in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding rights.

Our rights will be issued in registered form under a rights agreement between [ ], as rights agent, and us. The rights agreement provides that the terms of the rights may be amended without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision or adding or changing any other provisions with respect to matters or questions arising under the agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments shall require the written consent or vote of the registered holders of a majority of the then outstanding rights.

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

Our rights agreement will provide that (i) the validity, interpretation, and performance of the rights agreement and the rights will be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction, and (ii) any action, proceeding or claim against our company arising out of or relating in any way to the rights agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and the company irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, and waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

With respect to any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder, we note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. 

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

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

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

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

The target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for our initial business combination. Such requirement may limit the type and number of companies with which we may complete such a business combination.

Pursuant to the Nasdaq Stock Market Listing Rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for our initial business combination. This restriction may limit the type and number of companies with which we may complete a business combination. If we are unable to locate a target business or businesses that satisfy this fair market value test, we may be forced to liquidate and you will only be entitled to receive your pro rata portion of the funds in the trust account.

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

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

Our ability to successfully effect a business combination is dependent upon the efforts of our key personnel. We believe that our success depends on the continued service of our key personnel, at least until we have consummated our initial business combination. We cannot assure you that any of our key personnel will remain with us for the immediate or foreseeable future. In addition, none of our officer are required to commit any specified amount of time to our affairs and, accordingly, they will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have employment agreements with, or key-man insurance on the life of, any of our officer. The unexpected loss of the services of our key personnel could have a detrimental effect on us.

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

These individuals may be unfamiliar with the requirements of operating a public company which could cause us to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

Our officer and directors may not have significant experience or knowledge regarding the jurisdiction or industry of the target business we may seek to acquire.

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

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

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

Each of our officer and directors presently has, and any of them in the future may have, additional, fiduciary, contractual or other obligations or duties and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our second amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands laws: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce our interest or expectancy in any corporate opportunity offered to any officer or director and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Each of our officer and directors presently has, and any of them in the future may have, additional, fiduciary, contractual or other obligations or duties to other companies, including other companies that are engaged in business activities similar to those intended to be conducted by us. For a more detailed description of the pre-existing fiduciary and contractual obligations of our officer and directors, and the potential conflicts of interest that such obligations may present, see “Management — Conflicts of Interest.” Subject to his or her fiduciary duties under Cayman Islands laws, if any of our officer or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations or with which he or she are affiliated, he or she may need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands laws. As such, a potential target business may be presented by our officer and directors to another entity prior to its presentation to us and we may not be afforded the opportunity to engage in a transaction with such target business. As a result, the fiduciary duties or contractual obligations of our officer or directors could result in conflicts of interest when our board evaluates a particular business opportunity and materially affect our ability to complete our initial business combination.

The financial and personal interests of our sponsor, officer and directors may influence their motivation in determining whether a particular target business is appropriate for a business combination.

Pursuant to the letter agreement, our officer and directors have agreed that we shall not enter into a definitive agreement regarding a proposed business combination without the prior written consent of the sponsor. Because of the financial and personal interests described below, our sponsor, officer and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination and the terms on which we will complete such business combination, and they may be incentivized to (i) pursue a target company that has a less favorable risk, stability or profitability profile for our public shareholders but would be easier, quicker and more certain to guide through the business combination process over a target company that has a better risk, stability or profitability profile for our public shareholders but may take a longer time to diligence and go through the business combination process or (ii) effect our initial business combination with less desirable terms and conditions in order complete a business combination within the required period, both of which could cause our public shareholders to experience a negative rate of return or lose significant value on their shares of the combined company.

We may acquire a target business that is affiliated with our sponsor, officer and directors or their affiliates.

While we do not currently intend to pursue an initial business combination with a company that is affiliated with our sponsor, officer and directors or their affiliates, we are not prohibited from pursuing such a transaction, nor are we prohibited from consummating a business combination where any of our sponsor, officer and directors or their affiliates acquire a minority interest in the target business alongside our acquisition, provided that such transaction must be approved by a majority of our independent directors who do not have an interest in such transaction. These affiliations could cause our officer or directors to have a conflict of interest in analyzing such transactions due to their personal and financial interests.

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

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

Past performance by our officer and directors and our sponsor may not be indicative of future performance of an investment in us.

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

Our letter agreement with our sponsor, officer and directors may be amended without shareholder approval. 

Our letter agreement with our sponsor, officer and directors contain provisions relating to transfer restrictions of our insider shares and private units, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our insider shares, private units or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. Through such transfer, or otherwise, our sponsor may remove itself as the sponsor of our company before identifying a potential business combination, which may result in our inability to consummate a business combination.

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

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

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

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

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

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

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

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

If our business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many public shareholders may exercise redemption rights or seek to sell their public shares to us in a tender offer, we may either need to reserve a portion of the cash in the trust account for possible payment upon such conversion, or we may need to arrange third party financing to help fund our business transaction. In the event that the business combination involves the issuance of our shares as consideration, we may be required to issue a higher percentage of our shares to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination.  This may limit our ability to effectuate the most attractive business combination available to us.

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

A potential target may make it a closing condition to our business combination that we have a minimum amount of cash at the time of closing. If the number of our shareholders electing to exercise their redemption rights or sell their shares to us in a tender offer has the effect of reducing the amount of money available to us to consummate a business combination below such minimum amount required by the target business and we are not able to locate an alternative source of funding, we will not be able to consummate such business combination and we may not be able to locate another suitable target within the applicable time period, if at all. In that case, public shareholders may have to remain shareholders of our company and wait the full 12 months, in order to be able to receive a pro rata portion of the trust account, or attempt to sell their shares in the open market prior to such time, in which case they may receive less than a pro rata share of the trust account for their shares and suffer an entire loss on your investment.

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

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

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

In connection with any meeting held to approve an initial business combination, we will offer each public shareholder the right to have his, her or its public shares converted to cash (subject to the limitations described elsewhere in this prospectus) regardless of whether such shareholder votes for or against such proposed business combination. Accordingly, public shareholders owning shares sold in this offering may exercise their redemption rights and we could still consummate a proposed business combination so long as we receive an ordinary resolution under Cayman Islands law and our second amended and restated memorandum and articles of association, which requires the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. This is different than other similarly structured blank check companies where shareholders are offered the right to convert their shares only when they vote against a proposed business combination. This is also different than other similarly structured blank check companies where there is a specific number of shares sold in the offering which must not exercise redemption rights for the company to complete a business combination. The lack of such a threshold and the ability to seek conversion while voting in favor of a proposed business combination may make it more likely that we will consummate our initial business combination.

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

In connection with any shareholder meeting called to approve a proposed initial business combination, each public shareholder will have the right, regardless of whether it is voting for or against such proposed business combination, to demand that we convert its public shares into a share of the trust account. Such conversion will be effectuated under Cayman Islands law and our second amended and restated memorandum and articles of association as a redemption of the shares, with the redemption price to be paid being the applicable pro rata portion of the monies held in the trust account. We may require public shareholders who wish to convert their public shares in connection with a proposed business combination to either tender their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, prior to the date set forth in the proxy materials or tender offer document, as applicable. In case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve such business combination. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. It is also our understanding that it takes a short time to deliver shares through the DWAC System. However, this too may not be the case. Accordingly, if it takes longer than we anticipate for shareholders to deliver their shares, shareholders who wish to convert may be unable to meet the deadline for exercising their redemption rights and thus may be unable to convert their shares.

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

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

If we require public shareholders who wish to convert their public shares to comply with the delivery requirements for conversion, such converting shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.

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

Other companies may have a competitive advantage and we may not be able to consummate an attractive business combination.

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

Our sponsor will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. 

Upon consummation of our offering and the private placement, the sponsor will own 20.44% of our issued and outstanding ordinary shares (without giving effect to the shares underlying the rights that are being sold as part of the public units and private units and assuming that the underwriters’ over-allotment option is not exercised and that our sponsor, officer and directors do not purchase additional units or shares). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our second amended and restated memorandum and articles of association.

In addition, the insider shares, all of which are held by our sponsor, will entitle the holders to vote to appoint all of our directors prior to the consummation of our initial business combination. Class A ordinary shares will have no right to vote on the appointment or removal of directors during such time. Further, prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including in any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside of the Cayman Islands). These provisions of our second amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. As a result, you will not have any influence over the appointment or removal of directors prior to our initial business combination or any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination. 

If our sponsor purchases any units in this offering or if our sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase its control. None of our sponsor, officer, directors, or their affiliates has indicated any intention to purchase units in this offering or any units or ordinary shares in the open market or in private transactions (other than the private units). Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares.

There is no requirement under the Companies Act for us to hold annual or general meetings to elect directors. In accordance with our second amended and restated articles of association, our board of directors, whose members were appointed by our sponsor, can hold office until his or her earlier death, resignation or removal. Accordingly, our sponsor will continue to exert control at least until the consummation of a business combination.

There will be significant dilution to the implied value of your public shares upon the consummation of our initial business combination.

We are offering our units at an offering price of $10.00 per unit and the amount in our trust account is initially anticipated to be $10.00 per public share, implying an initial value of $10.00 per public share. However, prior to this offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the initial shares, or approximately $0.014 per share, and the representative shares will be issued for no cash consideration upon the closing of the offering. Assuming no exercise of the over-allotment option and our sponsor, officer and directors do not purchase additional units or shares, the table below sets forth the shareholding information with respect to our initial shareholders and the public shareholders, without giving effect to the shares underlying the rights that are being sold as part of the public units and private units: