NASDAQ: BAYAR

As
of December 31, 2025, and for the period from February 16, 2023 (inception) through December 31, 2025, the Company had not yet commenced
any operations. All activity for the period from February 16, 2023 (inception) through December 31, 2025, relates to the Company’s
formation and the initial public offering (the “Initial Public Offering” or “IPO”) and identifying a target for
a Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial
Public Offering. The Company has selected December 31 as its fiscal year end.

The
registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2023 (the “Registration
Statement”). Additionally, on December 14, 2023, the Company filed a registration statement on Form S-1MEF adding securities to
the Registration Statement. On December 19, 2023 the Company consummated the Initial Public Offering of 6,000,000 units (the “Units”
and, with respect to the shares of Ordinary Shares included in the Units sold, the “Public Shares”), at $10.00 per Unit,
generating gross proceeds of $60,000,000. Unit consists of one Ordinary Share and one right (the “Rights”), with each Right
entitling the holder thereof to receive one-tenth of one Ordinary Share. Additionally, on January 28, 2024, the underwriters’ over-allotment
option expired and the Sponsors forfeited an aggregate of 225,000 Founder Shares.

Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale of 232,500 Units (the “Private Placement
Units”) to Bayview Holding LP and Peace Investment Holdings Limited (the “Sponsors”) at a purchase price of $10.00
per Private Placement Unit, generating gross proceeds to the Company of $2,325,000.

In
addition, concurrent with the closing of the Initial Public Offering, the Company sold to Chardan Capital Markets, LLC (“Chardan”),
for $100, an option to purchase a number of Units equal to up to 9% of the public Units sold in the Initial Public Offering (an aggregate
of up to 540,000 Units) (the “UPO”). The UPO is exercisable at any time, in whole or in part, between the close of a Business
Combination and the fifth anniversary of the date of closing the Initial Public Offering at a price per unit equal to $11.50 (or 115%
of the volume weighted average price of the Ordinary Shares during the 20 trading day period starting on the trading day immediately
prior to consummation of an initial Business Combination).

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Of
the proceeds the Company received from the Initial Public Offering and the sale of the Private Placement Units, $60,000,000 ($10.00 per
Public Share) was deposited into a U.S.-based trust account at Bank of America with Equiniti Trust Company, LLC, acting as trustee, with
approximately $370,988 being used to pay fees and expenses in connection with the closing of the Initial Public Offering, including underwriting
commissions of $1,200,000, and $566,582 being available for working capital following the Initial Public Offering. Except with respect
to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds
from the Initial Public Offering and the sale of the Private Placement Units that are deposited in the trust account will not be released
from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any
Public Shares properly submitted in connection with a shareholder vote to amend our Second Amended and Restated Memorandum and Articles
of Association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our Public Shares if we do not complete our initial business combination within 30 months from the closing of the
Initial Public Offering or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination
activity and (c) the redemption of our Public Shares if we are unable to complete our business combination within 30 months from the
closing of the Initial Public Offering, subject to applicable law.

Since
our Initial Public Offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.

Merger
Agreement

On
June 7, 2024, Bayview Acquisition Corp entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Merger Agreement,
dated as of June 26, 2024, Amendment No. 2 to Merger Agreement, dated as of May 14, 2025, Amendment No. 3 to Merger Agreement, dated
January 21, 2026, the “Merger Agreement”) with Oabay Holding Company, a Cayman Islands exempted company limited by shares
(“PubCo”), Oabay Inc., a Cayman Islands exempted company limited by shares (“Oabay”), Bayview Merger Sub I Limited,
a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), Bayview Merger
Sub 2, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“Merger Sub 2”), Oabay
Merger Sub Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“Merger Sub 3”),
BLAFC Limited, a business company limited by shares in the British Virgin Islands, Bayview Holding LP, a Delaware limited partnership,
and Peace Investment Holdings Limited, a Delaware limited partnership, pursuant to which, subject to the satisfaction or waiver of certain
conditions set forth therein, (i) SPAC will merge with and into Merger Sub 1, with SPAC surviving the merger in accordance with the Companies
Act (As Revised) of the Cayman Islands (the “Act”) (the “First SPAC Merger”), (ii) immediately following the
First SPAC Merger, SPAC will merge with and into Merger Sub 2, with Merger Sub 2 surviving the merger in accordance with the Act (the
“Second SPAC Merger,” and together with the First SPAC Merger, the “Initial Mergers”), and (iii) following the
Initial Mergers, Merger Sub 3 will merge with and into Oabay, with Oabay being the surviving entity and becoming a wholly-owned subsidiary
of PubCo in accordance with the Act (the “Acquisition Merger,” and together with the Initial Mergers, the “Mergers”)
(the transactions contemplated by the Merger Agreement, including, but not limited to the Mergers, the “Business Combination”).

The
Merger Agreement and the Mergers were unanimously approved by the boards of directors of each of the Company and Oabay. The Business
Combination is expected to be consummated after obtaining the required approval by the shareholders of SPAC and Oabay and the satisfaction
of certain other customary closing conditions, as well as that Oabay shall have obtained the Transaction Financing Procured by Oabay
(as defined below and in the Merger Agreement).

Concurrently
with the execution of the Merger Agreement, Oabay also entered into a support agreement (the “Shareholder Support Agreement”)
with certain Oabay shareholder (the “Supporting Shareholder”) with respect to the shares of Oabay currently owned by the
Supporting Shareholder. The Shareholder Support Agreement provides that the Supporting Shareholders will appear at shareholders meetings
of Oabay and vote, consent or approve the Merger Agreement and the Mergers, whether at a shareholder meeting of Oabay or by written consent.
It further provides that the Supporting Shareholders will vote against (or act by written consent against) any alternative proposals
or actions that would impede, interfere with, delay, postpone or adversely affect the consummation of the Mergers.

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Concurrently
with the execution of the Merger Agreement, the Company entered into a support agreement (the “Sponsor Support Agreement”)
with certain holders (the “Initial Shareholders”) of the Founders Shares with respect to Founder Shares currently owned by
the Initial Shareholders. The Sponsor Support Agreement provides that the Initial Shareholders will appear at shareholders meetings of
the Company and vote, consent or approve the Merger Agreement and the Mergers, whether at a shareholder meeting of the Company or by
written consent. It further provides that the Initial Shareholders will vote against (or act by written consent against) any alternative
proposals or actions that would impede, interfere with, delay, postpone or adversely affect the consummation of the Mergers.

Extraordinary
General Meeting

On
September 16, 2024, the Company held an extraordinary general meeting (the “Extraordinary General Meeting”) at which the
shareholders of the Company approved (i) a proposal to extend the date by which the Company must complete its initial business combination
from September 19, 2024 (the “Termination Date”) to June 19, 2025, with all nine (9) extensions comprised of one month each
(each an “Extension”) (the “Extension Amendment Proposal”) and (ii) a proposal to amend the Company’s investment
management trust agreement, dated December 14, 2023 by and between the Company and Equiniti Trust Company, LLC (the “Trustee”)
to allow the Company to extend the Termination Date up to nine (9) times, with all nine (9) extensions comprised of one month each from
the Termination Date to June 19, 2025 by providing five days’ advance notice to the Trustee prior to the applicable Termination
Date and depositing into the Trust Account $125,000 (the “Extension Payment”) for each month in an Extension until June 19,
2025 (the “Trust Agreement Amendment Proposal”).

In
connection with the vote to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, the holders of 2,290,989
Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $10.39 per share,
for an aggregate redemption amount of approximately $23,803,376.

On
June 17, 2025, the Company held an extraordinary general meeting at which the shareholders of the Company approved (i) a proposal to
extend the date by which the Company must complete its initial business combination from June 19, 2025 (the “June Termination Date”)
to December 19, 2025, with all six (6) extensions comprised of one month each and (ii) a proposal to amend the Company’s investment
management trust agreement, dated December 14, 2023 by and between the Company and Equiniti Trust Company, LLC to allow the Company to
extend the June Termination Date up to six (6) times, with all six (6) extensions comprised of one month each from the June Termination
Date to December 19, 2025 by providing five days’ advance notice to the Trustee prior to the applicable June Termination Date and
depositing into the Trust Account $100,000 for each month in an Extension until December 19, 2025.

In
connection with the vote to approve the extension amendment proposal and the trust agreement amendment proposal, the holders of 1,975,249
Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $11.05 per share,
for an aggregate redemption amount of approximately $21,826,501.

On
December 12, 2025, the Company held an extraordinary general meeting at which the shareholders of the Company approved (i) a proposal
to extend the date by which the Company must complete its initial business combination from December 19, 2025 (the “December Termination
Date”) to June 19, 2026, with all six (6) extensions comprised of one month each and (ii) a proposal to amend the Company’s
investment management trust agreement, dated December 14, 2023 by and between the Company and Equiniti Trust Company, LLC to allow the
Company to extend the December Termination Date up to six (6) times, with all six (6) extensions comprised of one month each from the
December Termination Date to June 19, 2026 by providing five days’ advance notice to the Trustee prior to the applicable December
Termination Date and depositing into the Trust Account $50,000 for each month in an Extension until June 19, 2026.

In
connection with the vote to approve the extension amendment proposal and the trust agreement amendment proposal, the holders of 727,970
Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $11.62 per share,
for an aggregate redemption amount of approximately $8,456,654.

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Nasdaq
Delisting Notices

On
August 22, 2025, the Company received a written notice from the Nasdaq Listing Qualifications Staff (the “Staff”) notifying
the Company that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”), which requires
the Company to maintain a minimum market value of listed securities (“MVLS”) of $50.0 million. If the Company does not regain
compliance within the 180-day period, the securities will be subject to delisting.

On
January 16, 2026, the Company received another written notice from the Staff notifying the Company that the Company is not in compliance
with Nasdaq Listing Rules 5450(b)(2)(C), 5810(c)(3)(D), 5810(b), and 5505 (collectively, the “MVPHS Rules”), which require
the Company to maintain a minimum market value of publicly held shares (“MVPHS”) of $15.0 million. If the Company does not
regain compliance within the 180-day period, the securities will be subject to delisting.

On
February 12, 2026, the Company received another written notice from the Staff notifying the Company that the Company is not in compliance
with the Annual Meeting Rule, which requires the Company to hold an annual meeting of shareholders within twelve months of the end of
its fiscal year. The Company has 45 calendar days to submit a plan of compliance. If Nasdaq accepts the Company’s plan, Nasdaq
may grant the Company an extension of up to 180 calendar days from the fiscal year end, or until June 29, 2026, to evidence compliance
with the Annual Meeting Rule.

On
February 19, 2026, the Company received another written notice from Nasdaq stating that the Company had not regained compliance with
the MVLS Rule within the compliance period, and also that the Company is not in compliance with the other Continued Listing Requirements.
Accordingly, unless the Company requests an appeal of Nasdaq’s determination to delist, the Company’s securities will be
delisted from Nasdaq, trading of the Company’s securities will be suspended at the opening of business on March 2, 2026, and a
Form 25-NSE will be filed with the SEC to remove the Company’s securities from listing and registration on Nasdaq.

On
February 23, 2026, the Company appealed Nasdaq’s determination to delist the Company by requesting a hearing with the Nasdaq hearings
panel, which hearing is scheduled for March 31, 2026, at 11:00 am Eastern Standard Time.

Our
Management Team

For
more information on the experience and background of our management team, see the section entitled “Management.”

Business
Strategy

We
will seek to capitalize on the strength of our management team. Our team consists of experienced financial services, accounting, and
legal professionals, and senior operating executives of companies operating in multiple jurisdictions. Collectively, our officers and
directors have decades of experience in mergers and acquisitions and operating companies. We believe that their accomplishments, and
specifically, their current activities, will be critical in identifying attractive acquisition opportunities. In turn, the businesses
that we identify, will be able to benefit from accessing the U.S. capital markets and the expertise and network of our management team.
However, there is no assurance that we will complete a business combination. Our officers and directors have no prior experience consummating
a business combination for a “blank check” company.

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

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

Acquisition
Criteria

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

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●
Strong
Management Team that Can Create Significant Value for Target Business. We will seek to identify companies with strong and experienced
management teams that will complement the operating and investment abilities of our management team. We believe that we can provide
a platform for the existing management team to leverage the experience of our management team. We also believe that the operating
expertise of our management team is well suited to complement many potential targets’ management teams.

●
Revenue
and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue
and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction
and synergistic follow-on acquisitions resulting in increased operating leverage.

●
Potential
for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong,
stable, and increasing free cash flow, particularly businesses with predictable revenue streams and definable low working capital
and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

●
Benefit
from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded
and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly
traded company.

These
criteria do not intend to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based,
to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our Sponsors and management
team may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not
meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder
communications related to our initial business combination, which, as discussed in the Registration Statement, would be in the form of
proxy solicitation or tender offer materials, as applicable, that we would file with the U.S. Securities and Exchange Commission, or
the SEC.

Business
Combination

Pursuant
to the Second Amended and Restated Memorandum and Articles of Association (as amended), we may, by resolution of directors, at the request
of our Sponsors, avail ourselves of six (6) extension periods, with all six (6) extensions comprised of one month each, to consummate
the Business Combination, subject to the Sponsors or its affiliates or designees, upon five days’ advance notice prior to the applicable
Business Combination deadline, depositing into the Trust Account for each such monthly extension, on or prior to the date of the applicable
Business Combination deadline $50,000 for each month in an Extension. In the event that our Sponsors elects to extend the time to complete
a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsors will receive
a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the
event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so.

In
the event that we receive notice from our Sponsors five days prior to the applicable deadline of their intent to effect an extension,
we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend
to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our Sponsors
and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business
combination. To the extent that some, but not all, of our Sponsors’ affiliates or designees, decide to extend the period of time
to consummate our initial business combination, such affiliates or designees may deposit the entire amount required. If we are unable
to consummate our initial business combination within such time period, we will, as promptly as possible but not more than 10 business
days thereafter, redeem 100% of our outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, including
a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes,
and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which
may take priority over the claims of our public shareholders. In the event of our dissolution and liquidation, the Private Placement
Units will expire and be worthless.

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Our
Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80%
of the assets held in the trust account (excluding deferred underwriting commissions payable to Chardan and taxes payable) at the time
of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market
value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of
the Financial Industry Regulatory Authority (“FINRA”), or an independent accounting firm with respect to the satisfaction
of such criteria. Our shareholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion.

The
net proceeds of the Initial Public Offering and the sale of the Private Placement Units released to us from the Trust Account upon the
closing of Business Combination may be used as consideration to pay the sellers of a target business with which we complete our Business
Combination. If our Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust
Account are used for payment of the consideration in connection with our Business Combination or used for redemption of our Public Shares,
we may use the balance of the cash released to us from the Trust Account following the closing for general corporate purposes, including
for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness
incurred in completing our Business Combination, to fund the purchase of other companies or for working capital.

In
addition, we may be required to obtain additional financing in connection with the closing of our Business Combination to be used following
the closing for general corporate purposes as described above. 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 Business Combination, including
pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the Initial Public Offering.
Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our
Business Combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising
any additional funds through the sale of securities or otherwise. None of our founders is required to provide any financing to us in
connection with or after our Business Combination. We may also obtain financing prior to the closing of our Business Combination to fund
our working capital needs and transaction costs in connection with our search for and completion of our Business Combination. Our Second
Amended and Restated Memorandum and Articles of Association provides that, following the Initial Public Offering and prior to the consummation
of our Business Combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive
funds from the Trust Account or (ii) vote as a class with our Public Shares (a) on any initial business combination or (b) to approve
an amendment to our Second Amended and Restated Memorandum and Articles of Association to (x) extend the time we have to consummate a
business combination beyond 30 months from the closing of the IPO or (y) amend the foregoing provisions, unless (in connection with any
such amendment to our Second Amended and Restated Memorandum and Articles of Association) we offer our public shareholders the opportunity
to redeem their Public Shares.

Our
Acquisition Process

We
will utilize the diligence, rigor, and expertise of our managements’ respective platforms to evaluate potential targets’
strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our Business Combination.

We
currently do not have any specific business combination under consideration. Our officers and directors have not individually selected
a target business. Our management team is continuously made aware of potential business opportunities, one or more of which we may desire
to pursue for a business combination, but we have not (nor has anyone on our behalf) had any substantive discussions, directly or indirectly,
with any business combination target with respect to a Business Combination with us.

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Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities including other special purpose acquisition companies, or SPACs pursuant to which such officer or director is or will
be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business
combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he
or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our management team is
continuously made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination.

Our
Second Amended and Restated Memorandum and Articles of Association provides that we renounce our interest in any corporate opportunity
offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be
reasonable for us to pursue.

Our
founders, including Yuk Man Lau, Xin Wang and David Bamper may not become an officer or director of any other special purpose acquisition
company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, before we enter
into a binding agreement regarding our Business Combination or we have failed to complete our Business Combination within 30 months from
the closing of the Initial Public Offering.

Competition

In
identifying, evaluating and selecting a target business for our Business Combination, we may encounter intense competition from other
entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout
funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience
identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial,
technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited by our available financial
resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation
to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us
for our Business Combination and our outstanding rights, and the future dilution they potentially represent, may not be viewed favorably
by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial
business combination.

Facilities

Our
executive offices are located at 420 Lexington Ave, Suite 2446, New York, NY 10170. The cost for our use of this space is included in
the $10,000 per month fee we will pay to TenX Global Capital LP for office space, utilities and secretarial and administrative services.
We consider our current office space adequate for our current operations.

Employees

We
currently have two executive officers: Xin Wang and David Bamper. These individuals are not obligated to devote any specific number of
hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our
Business Combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected
for our Business Combination and the stage of the Business Combination process we are in. We do not intend to have any full-time employees
prior to the completion of our Business Combination.

Periodic
Reporting and Financial Information

We
registered our Units, Ordinary Shares and Rights under the Exchange Act and have reporting obligations, including the requirement that
we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports
will contain financial statements audited and reported on by our independent registered public accountants.

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We
will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender
offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or
reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in
accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses
we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance
with federal proxy rules and complete our Business Combination within the prescribed time frame. We cannot assure you that any particular
target business identified by us as a potential business combination candidate will have financial statements prepared in accordance
with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance
with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed
target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will
be material.

We
are required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large, accelerated filer or an accelerated filer and no longer qualify as an emerging growth
company will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley
Act may increase the time and costs necessary to complete any such acquisition.

We
filed a Registration Statement on Form 8-A with the SEC on December 15, 2023, to voluntarily register our securities under Section 12
of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current
intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation
of our Business Combination.

We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received,
a tax exemption certificate from the Financial Secretary of the Cayman Islands that, in accordance with Section 6 of the Tax Concessions
Act (Revised) of the Cayman Islands, for a period of 20 years commencing on March 8, 2023, no law which is enacted in the Cayman Islands
imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no
tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable
(i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment
of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums
due under a debenture or other obligation of us.

We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

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

We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that are held by non-affiliates equals
or exceeds $700,000,000 as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non- convertible
debt during the prior three-year period.

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Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares
held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues
equaled or exceeded $100 million during such completed fiscal year or the market value of our Ordinary Shares held by non-affiliates
equals or exceeds $700,000,000 as of the end of that year’s second fiscal quarter.

Legal
Proceedings

There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team
in their capacity as such.

Risk
Factors Summary

We
are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our Business Combination,
we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you
should take into account not only the background of our management team, but also the special risks we face as a blank check company.

Since
we may initiate a business combination with target company operating in China, you may be subject to additional risk factors. These include
significant regulatory, liquidity, and enforcement risks. For example, we face risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance
notice. In addition, the Chinese government may intervene or influence our operations at any time or exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or
the value of our Ordinary Shares. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For a detailed description
of the risks relating to acquiring and operating a target business in China, see Please see “Risks Related to Our Possible Business
Combination in China” and “Risks Related to Acquiring and Operating a Business Outside of the United States”
for more information.

You
should carefully consider these and the other risks set forth in the section entitled “Risk Factors” of this Form 10-K. Such
risks include, but are not limited to:

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

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

●
If
we seek shareholder approval of our initial business combination, our Initial Shareholders have agreed to vote their Founder Shares
and private shares in favor of such initial business combination, regardless of how our public shareholders vote.

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

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

●
Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the coronavirus (COVID-19) and the status of debt and equity markets, as well as protectionist legislation
in our target markets.

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●
The
requirement that we complete our initial business combination within 30 months from the closing of our IPO may give potential target
businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential
business combination targets as we approach our dissolution deadline.

●
We
may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations
except for the purpose of winding up.

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

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

●
Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us
to complete our initial business combination and our Rights will expire worthless.

●
We
may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

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

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

●
Our
ability to complete a business combination may be impacted by the fact that a some of our officers and directors are located in or
have significant ties to the People’s Republic of China, including, Hong Kong, Taiwan and Macau. This may make us a less attractive
partner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates and making it harder for
us to complete an initial business combination with a non-China-based target company. For example, we may not be able to complete
an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign
investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS)
or ultimately prohibited.

●
We
may engage our underwriters or one of their respective affiliates to provide additional services to us after the IPO, which may include
acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related
financing transaction. Our underwriters are entitled to receive deferred commissions and a unit purchase option under certain conditions.
These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us
after the IPO, including, for example, in connection with the sourcing and consummation of an initial business combination.

Risks
Related to Our Securities

●
We
may issue additional Ordinary Shares or preferred shares to complete our initial business combination or under an employee incentive
plan after completion of our initial business combination, which would dilute the interest of our shareholders and likely present
other risks.

●
The
grant of registration rights to our founders may make it more difficult to complete our initial business combination, and the future
exercise of such rights may adversely affect the market price of our Ordinary Shares.

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●
Our
unit purchase option and Rights may have an adverse effect on the market price of our Ordinary Shares and make it more difficult
to effect a business combination, and you may experience dilution if such securities are exercised or converted.

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

Risks
Related to Our Management

●
Our
officers and directors may allocate their time to other businesses and may become officers or directors of any other special purpose
acquisition companies, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs
and whether to present potential target to us instead of to our competitors. This conflict of interest could have a negative impact
on our ability to complete our initial business combination.

●
Our
founders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

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

Post
Business Combination Risks

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

●
We
may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established
record of revenue or earnings.

Risks
Related to Acquiring and Operating a Business Outside of the United States

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

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

●
We
may face additional and distinctive risks if we acquire a technology business.

●
If
we effect our initial business combination with a business located in PRC, the laws applicable to such business will likely govern
all of our material agreements and we may not be able to enforce our legal rights.

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

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

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

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

●
Changes
in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and
could have a significant impact upon our ability to operate profitably in the PRC.

●
The
Chinese government may exert substantial interventions and influences over the manner in which our post-combination entity must conduct
its business activities that we cannot expect when we enter into a definitive agreement with a target company with major operation
in China. If the Chinese government establish some new policies, regulations, rules, or laws in the industries where our post-combination
entity is in, our post-combination entity may subject to material change in its operations and the value of our Ordinary Shares.

●
Chinese
government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based
issuers. Additional compliance procedures may be required in connection with our business combination process, and, if required,
we cannot predict whether we will be able to obtain such approval. As a result, both you and us face uncertainty about future actions
by the PRC government that could significantly affect our ability to offer or continue to offer securities to investors and cause
the value of our securities to significantly decline or be worthless.

●
In
light of recent events indicating greater oversight by the Cyberspace Administration of China (“CAC”) over data security,
particularly for companies seeking to list on a foreign exchange, companies with more than one million users’ personal information
in China, especially some internet and technology companies, may not be willing to list on a U.S. exchange or enter into a definitive
business combination agreement with us. Further, we may also avoid conduct a business combination with a company with more than one
million users’ personal information in China due to the limited timeline for us to complete a business combination.

●
Governmental
control of currency conversion may affect the value of your investment.

●
The
governing PRC laws and regulations are sometimes vague and uncertain, which may result in a material change in our operations and
the value of our shares if we complete our business combination with a target in China.

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