NASDAQ: CHARU

Simultaneously with the consummation
of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 240,000 units
(the “Private Placement Units”) to the sponsor, at a price of $10.00 per Private Placement Unit, generating total proceeds
of $2,400,000.

Upon the closing of the IPO,
management has agreed that at least $10.025 per Unit sold in the IPO will be held into a U.S.-based trust account (“trust account”),
with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the trust account will be invested only in U.S.
government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7
promulgated under the Investment Company Act which invest solely in direct U.S. government treasury. Except with respect to divided and/or
interest earned on the funds held in the trust account that may be released to the Company to pay the Company’s tax obligation,
if any, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the trust account will not
be released from the trust account until the earliest to occur of (i) the completion of the Company’s initial business combination,
(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the company’s memorandum
and articles of association effective at the time to (A) modify the substance or timing of obligation to redeem 100% of the Company’s
public shares if the Company does not complete the Company’s initial business combination by the Combination Deadline (as defined
below), provided that the sponsor and/or designees must deposit into the trust account for each three months extension, an amount equal
to 0.10 per Unit, on or prior to the date of the applicable deadline, or (B) with respect to any other provision relating to shareholders’
rights or pre-business combination activity and (iii) the redemption of all of public shares if the Company is unable to complete their
initial business combination by the Combination Deadline, subject to applicable law. In no other circumstances will a public shareholder
have any right or interest of any kind to or in the trust account. The proceeds deposited in the trust account could become subject to
the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

1

In connection with the IPO,
the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment
Option”). On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the
“Option Units”), generating gross proceeds of $10,000,000. Simultaneously with the issuance and sale of the Option Units,
the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional Private Placement Units”)
to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000. The Company also issued additional
10,000 Representative Shares to the Representative.

In connection with the offering
of the Option Units and the sale of Additional Private Placement Units, the proceeds of $10,025,000 from the proceeds of the offering
of the Option Units and the sale of Additional Private Placement Units were placed in the trust account established for the benefit of
the Company’s public shareholders and the underwriters of the IPO.

Our efforts to identify a
prospective target business will not be limited to a particular industry or geographic location. Since our IPO, our sole business activity
has been identifying and evaluating suitable target businesses. We presently have no revenue and have had losses since inception from
incurring formation and operating costs. We have relied upon the sale of our securities and loans from the sponsor and other parties to
fund our operations.

Initial Business Combination

Nasdaq rules require that
we must complete one or more initial business combinations with a total aggregate fair market value of at least 80% of the value of the
assets held in the trust account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the
trust account) at the time of our signing of a definitive agreement in connection with our initial business combination. We refer to this
as the 80% of net assets test. If our board of directors determines that it is not able to independently determine the fair market value
of the target business or businesses, we may obtain an opinion from an independent investment banking firm or an independent valuation
or appraisal firm, with respect to the satisfaction of such criteria. In addition, pursuant to Nasdaq rules, any initial business combination
must be approved by a majority of our independent directors.

We currently intend to structure
our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire
100% of the outstanding 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
initial 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 business sufficient for it not to be required to register as an investment
company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to the initial business
combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and
us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares
in exchange for all of the issued and outstanding capital stock 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.
If less than 100% of the outstanding 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% of net assets
test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate
value of all of the target businesses. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required
to meet the foregoing 80% of net asset test.

To the extent we effect our
initial business combination with a company or business that may be financially unstable or in its early stages of development or growth,
we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks
inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

The time required to select
and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination.

2

Recent Development

Change in Control of Sponsor

On May 13, 2025, Sunny Tan Kah Wei, the sole shareholder
of our sponsor closed upon the transaction provided for by a Share Purchase Agreement (the “Sponsor Sale SPA”), dated as of
May 12, 2025, with Sovereign Global Trust LLC, a Delaware limited liability company (“Buyer”).

Pursuant to the Sponsor Sale SPA, Mr. Wei sold
all of his shares in the sponsor, representing a 100% interest therein, to Buyer, and Buyer became the sole shareholder of our sponsor.
The purchase price was $4,000,000 consisting of funds held by Buyer for investment purposes, paid in cash at closing, plus customary transaction
costs. This transaction is referred to below as the “Sponsor Transaction.”

Buyer’s sole member and sole manager is Valley
Point Limited, a British Virgin Islands corporation (“Valley Point”). Accordingly, Valley Point is now the sole shareholder
of the sponsor and as such is deemed to have sole voting and investment discretion with respect to our shares and other securities held
by the sponsor. Valley Point’s sole member and sole manager is Chen Siak Chan, a resident and citizen of Singapore. Accordingly, Chen
Siak Chan, in his capacity as sole member and sole manager of Valley Point, the sole shareholder of the sponsor, is also deemed to have
sole voting and investment discretion with respect to our shares and other securities held by the sponsor.

Changes in Directors and Officers

Departure of Directors and Officers

On February 2, 2026, Mr. Robert Will Garner, then
Chairman, CEO and director of the Company, notified the board of directors (the “Board”) of the Company, that he has decided
to resign all the positions he held at the Company, effective immediately.

Thereafter, on February 4, 2026, Mr. Mark Chaney,
a member of the Board, notified the Board, that he has decided to resign as a member of the Board, effective immediately.

On March 24, 2026, Ms. Yuanmei Ma, the Chief Financial
Officer and a director of the Company, notified the Board of the Company, that she has decided to resign both positions she held at the
Company, effective immediately.

Appointment of Directors and Officers

On March 26, 2026, the Board approved the appointment
of Mr. Jung Min Lee as the new Chief Executive Officer and a director of the Company, effective immediately. The Board also approved appointment
of Mr. Jung Min Lee as the acting Chief Financial Officer of the Company until a new full time Chief Financial Officer is appointed. Mr.
Lee does not hold any other positions with us and is not related to any of our directors or officers. Further, Mr. Lee is not a related
person, promoter, or control person as defined in Item 404(a) of Regulation S-K.

Extension of the Business Combination Deadline

On April 24, 2026, our sponsor deposited $850,000
into the trust account, as a result of which, we have until July 25, 2026 to complete our initial business combination. In connection
with the extension, the Company issued an unsecured promissory note dated April 23, 2026, in the principal amount of US$850,000 to
our sponsor. The note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S. Treasury
Bill rate, and the outstanding principal is payable on the earlier of the consummation of the Company’s initial business combination
and the Company’s liquidation.

Working Capital Note

On April 17, 2026, the Company issued an unsecured
promissory note to our sponsor in the principal amount of up to US$500,000 partially evidencing the loans provided previously by the Sponsor
and partially allowing the Sponsor to provide additional loans thereunder. The note does not bear interest, except that overdue amounts
accrue default interest at the prevailing short-term U.S. Treasury Bill rate, and amounts outstanding thereunder are payable on the earlier
of the consummation of the Company’s initial business combination and the Company’s liquidation.

3

Nasdaq Delinquency Notices

On April 16, 2026, the
Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”),
notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its
Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”), as required
for continued listing on The Nasdaq Global Market. On May 22, 2026, the Company received a letter from the Listing Qualifications Department
of Nasdaq, notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to
timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”),
as required for continued listing on The Nasdaq Global Market.

In connection with the
two notices, Nasdaq provided the Company until June 15, 2026, to submit a plan to regain compliance with the Rule (the “Plan”)
if the Company has not filed Form 10-K and Form 10-Q by June 15, 2026. If Nasdaq accepts the Plan, the Company may be granted
an exception of up to 180 calendar days from the Form 10-K’s due date, or until October 12, 2026, to regain compliance with
the Rule. In the event the Plan is not accepted by Nasdaq, the Company may appeal that decision to a Hearings Panel.

Business Strategy and Acquisition Criteria

Our management team intends
to focus on creating shareholder value by leveraging its experience in the management and operation of businesses to improve the efficiency
of operations while implementing strategies to scale revenue organically and/or through acquisitions. Consistent with our strategy, we
have identified the following general criteria and guidelines that we believe are essential 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 consider it appropriate to do so:

●
Strong Management Team

We will seek to acquire those businesses
with reasoned and strong managements having a track record of driving growth and profitability; or having proposition of the businesses
that may likely be well received by public investors.

●
Niche Deal Size with Growth Potential

We intend to seek target companies that
have underexploited expansion opportunities. This expansion can be accomplished through a combination of accelerating organic growth and
finding attractive add-on acquisition targets. Our management team has significant experience in identifying such targets and in helping
target management assess the strategic and financial fit. Similarly, our management has the expertise to assess the likely synergies and
to help a target integrate acquisitions.

●
Long-term Revenue Visibility with Defensible Market Position

In management’s view, the target
companies should be close to an anticipated inflection point, such as those companies requiring additional management expertise, those
companies able to innovate by developing new products or services, or companies where we believe we have ability to achieve improved profitability
performance through an acquisition designed to help facilitate growth.

●
Benefits from Being a U.S. Public Company (Value Creation and Marketing Opportunities)

We intend to search target companies
that we believe will help offer attractive risk-adjusted equity returns for our shareholders. Amount other criteria, we expect to evaluate
financial returns based on (i) the potential for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability
to accelerate growth, including through the opportunity for follow-on acquisitions, and (iv) the prospects for creating value through
other value creation initiatives. We also plan to evaluate potential upside from future growth in the target business’ earnings
and an improved capital structure.

These criteria are not intended
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 management may deem relevant.

In the event that we decide
to enter into our 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 and guidelines in our shareholder communications related to our initial business
combination, which would be in the form of proxy solicitation or tender offer materials that we would file with the U.S. Securities and
Exchange Commission (the “SEC”).

4

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 redeem their
public shares, regardless of whether they vote for or against, or abstain from voting on, the proposed initial business combination, for
their pro rata portion of the aggregate amount then on deposit in the trust account (net of taxes payable and up to $100,000 of interest
generated from the funds held in the trust account released to us to pay dissolution expenses) 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, in each case subject to the
limitations described herein. Notwithstanding the foregoing, our then-serving directors, officers and sponsor (the “insiders”)
have agreed, pursuant to the letter agreement, dated October 24, 2024, among the Company and the insiders (the “Letter Agreement”),
not to redeem 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 initial 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 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. 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, a majority of the issued and outstanding ordinary shares voted are voted in favor of the initial business
combination.

We initially had until April
25, 2026 (or 18 months from the consummation of the IPO) to consummate our initial business combination. If we anticipate that we may
not be able to consummate our initial business combination by then, we may, but are not obligated to, extend the period of time to consummate
an initial business combination two times by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21
months or 24 months from the consummation of the IPO to complete an initial business combination), provided that our sponsor and/or designees
must deposit into the trust account for each three months extension, $850,000 ($0.10 per unit in either case), up to an aggregate of $1,700,000
on or prior to the date of the applicable deadline. On April 24, 2026, our sponsor deposited $850,000 into the trust account, as a result
of which, we have until July 25, 2026 to complete our initial business combination. We refer the applicable deadline to consummate the
initial business combination in each case, April 25, 2026, July 25, 2026 or October 25, 2026, as the “Combination Deadline”.
There is no obligation for us or our sponsor to extend the time for us to complete our initial business combination. In the event that
the time to complete an initial business combination is extended and our sponsors or their affiliates or designees make the payments necessary
for such extension, they will receive a non-interest bearing, unsecured promissory note in the amount of any such deposit, which will
not be repaid in the event that we are unable to close an initial business combination unless there are funds available outside the trust
account to do so. We intend to issue a press release announcing any intention to extend the time to consummate an initial business combination
at least three days prior to the applicable deadline. In addition, we intend to issue a press release or file a Current Report on Form
8-K promptly after the applicable deadline announcing whether or not the necessary funds had been timely deposited.

Our public shareholders will
not be afforded an opportunity to vote on our extension of time to consummate an initial business combination from 18 months to up to
24 months described above or redeem their shares in connection with such extensions. If we are unable to consummate our initial business
combination by the Combination Deadline, unless we extend such period pursuant to our memorandum and articles of association effective
at the time, we will, as promptly as possible but not more than ten (10) business days thereafter, redeem 100% of our issued and 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 or necessary to pay our taxes (less up to $100,000 of interest generated
from the funds held in the trust account released to us to pay dissolution expenses), and then seek to liquidate and dissolve. However,
we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public
shareholders.

5

We have not selected any
specific initial business combination target but intend to target businesses with enterprise values that are greater than we could acquire
with the net proceeds of the IPO and the sale of the Private Placement Units. 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 redemption by public shareholders, we may be required
to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be
available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our
initial business combination, we would be compelled to either restructure the transaction or abandon that particular initial business
combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection
with the closing of our initial business combination 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 initial business
combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders
may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,
and our rights will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination,
we may require such 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 officers, directors or shareholders
is required to provide any financing to us in connection with or after our initial business combination. Raising additional third-party
financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. In addition, the amount
of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection
with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights
will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect
our obligation to pay the entire deferred underwriting commissions.

Redemption Rights for Public Shareholder upon
Completion of Our Initial Business Combination

We will provide our public
shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of
two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust
account and not previously released to us to pay our franchise and income taxes, if any, divided by the number of then-issued and outstanding
public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.025 per
public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner must
identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business
combination with respect to our rights. Further, we will not proceed with redeeming our public shares, even if a public shareholder has
properly elected to redeem its shares, if an initial business combination does not close. Our insiders have entered into agreements with
us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them
in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our memorandum
and articles of association effective at the time (A) that would modify the substance or timing of our obligation to provide holders of
our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100%
of our public shares if we do not complete our initial business combination by the Combination Deadline or (B) with respect to any other
provision relating to the rights of holders of our Class A ordinary shares.

6

Manner of Conducting Redemptions

We will provide our public
shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business
combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) by means of a tender
offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct 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 require us to seek shareholder approval under applicable law or stock exchange listing requirement
or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval
under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our
company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our memorandum
and articles of association effective at the time would typically require shareholder approval. We currently intend to conduct redemptions
in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement
or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain
and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules. If we held a shareholder vote to
approve our initial business combination, we will, pursuant to our second amended and restated memorandum and articles of association
(the “Current Charter”):

●
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

●
file proxy materials with the SEC.

Submission of Our Initial Business Combination
to a Stockholder Vote

In the event that we seek
shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our
public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval
of our initial business combination, we will complete our initial business combination only if we obtain the approval of an ordinary resolution
under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting
of the company. In such case, our insiders have agreed to vote their founder shares and public shares in favor of our initial business
combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed
transaction or vote at all.

Limitation on Redemption upon Completion of our Initial Business
Combination if We Seek Stockholder Approval

If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our Current Charter provides that a public shareholder, 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 redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO, which
we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating
large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed
initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current
market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares
sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or
our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability
to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group
of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection
with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash.

However, we would not be
restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination.

7

Redemption of Public Shares and Liquidation if No Initial Business
Combination

Under the Current Charter,
if we do not consummate the initial business combination by the Combination Deadline, we will: (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on
the funds held in the trust account and not previously released to us to pay our franchise and income taxes, if any (less up to $100,000
of interest to pay dissolution expenses) divided by the number of the then issued and outstanding public shares, which redemption will
completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect
to our rights, which will expire worthless if we fail to consummate an initial business combination by the Combination Deadline. Our Current
Charter provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow
the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten
business days thereafter, subject to applicable Cayman Islands law.

Corporate Information

Our executive offices are
located at 221 W 9th St, #848, Wilmington, Delaware 19801, and our telephone number is 909-214-2482. We are required to file annual reports
on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events
in current reports on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov.
In addition, the Company will provide copies of these documents without charge upon request from us by mail to 221 W 9th St, #848, Wilmington,
Delaware 19801.

Status as a Public Company

We believe our structure
will make us an attractive initial business combination partner to target businesses. As an existing public company, we offer a target
business an alternative to a traditional initial public offering through a merger or other initial business combination with us. In an
initial business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in
the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary
Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find
this method a more expeditious and cost-effective method to becoming a public company than a typical initial public offering. The typical
initial public offering process takes a significantly longer period of time than the typical initial business combination transaction
process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions,
that may not be present to the same extent in connection with an initial business combination with us.

Furthermore, once a proposed
initial business combination is completed, the target business will have effectively become public, whereas an initial public offering
is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay
or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then
have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and
the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s
profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our
structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may
view our status as a special purpose acquisition company, including our lack of an operating history and our potential need to seek shareholder
approval of a proposed initial business combination, negatively.

8

We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”) and as
modified by the Jumpstart Our Business Startups Act of 2012 (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 the IPO,
(b) in which we have total annual gross revenue of at least $1.235 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 exceeds $700 million as of the end of that year’s
second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior
three-year period.

Competition

In identifying, evaluating
and selecting a target business for our initial business combination, we have encountered, and expect to continue to encounter, intense
competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups,
leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established
and have extensive experience identifying and effecting initial business combinations directly or through affiliates. Moreover, many of
these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses
will be limited by our available financial resources. This inherent competitive 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 initial business combination and potential future dilutions that our outstanding
rights represent, which may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Facilities

We currently maintain our
executive offices at 221 W 9th St, #848, Wilmington, Delaware 19801. We consider our current office space adequate for our current operations.

Employees

We currently have one executive
officer, Mr. Jung Min Lee, who serves as our Chief Executive Officer, Chairman, and the acting Chief Financial Officer. Mr. Lee is not
obligated to devote any specific number of hours to our matters but he intends to devote as much of his time as he deems necessary to
our affairs until we have completed our initial business combination. The amount of time he will devote in any time period will vary based
on the status of the proposed Transactions and, if the proposed Transactions are not consummated, whether a target business has been selected
for our initial business combination and the stage of the initial business combination process we are in. We do not intend to have any
full-time employees prior to the completion of our initial business combination.

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