NASDAQ: COLAR

In connection with the IPO,
the Company issued a total of 210,000 Ordinary shares (the “Representative Shares”) to A.G.P./Alliance Global Partners, the
representative of the underwriters of the IPO. The Representative Shares are identical to the Ordinary Shares included in the Units, except
that the Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative Shares, or subject such
Representative Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the
securities by any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1),
subject to exceptions pursuant to FINRA Rule 5110(e)(2). The Representative has agreed to (i) vote for at a shareholder meeting of the
Company to approve a business combination or any amendment to the Company’s amended and restated memorandum and articles of association
to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a business combination, (ii)
waive the redemption rights until the completion of the business combination, in connection with the completion of the Company’s
initial business combination or a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and
articles of association to modify the substance or timing of our obligation to allow redemptions in connection with a business combination,
and (iii) waive the rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company
fails to complete its initial business combination within the prescribed timeline as provided in the Company’s amended and restated
memorandum and articles of association, to the extent such Representative Shares held by the Representative and/or its designees, and
any of their permitted transferees.

The proceeds of $60,000,000
from the IPO and the sales of Private Units, were placed in a trust account (the “Trust Account”) established for the benefit
of our public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee (the
“Trustee”).

Our management has broad
discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held outside of the
Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination
and working capital.

Since our IPO, our sole
business activity has been identifying and evaluating suitable acquisition transaction candidates. 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 to fund our operations.

1

On March 10, 2025, the Sponsor
forfeited 225,000 Founder Shares (as defined below) for no consideration as the underwriters of the IPO did not exercise the over-allotment
option. As a result, the Sponsor currently holds 1,698,290 Ordinary Shares in total, including 1,464,000 Founder Shares and 234,290 Ordinary
Shares included in the Private Units. As of the date of this annual report, our insiders, including the Sponsor, our officers and directors
and a former director, collectively, hold 1,734,290 Ordinary Shares, representing 21.83% of the issued and outstanding shares of the Company.

On March 17, 2025, the Ordinary
Shares and Rights commenced trading on the Nasdaq Global Market (“Nasdaq”) under the symbols “COLA” and “COLAR,”
respectively Public Units not separated continue to trade on Nasdaq under the symbol “COLAU”. Holders of Public Units will
need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, in order to separate
the holders’ Public Units into Ordinary Shares and Rights.

On March 20, 2025, in connection
with the appointment of Mr. Cameron R. Johnson as the director of the Company, the Sponsor issued a share purchase option dated March
20, 2025 (the “Share Purchase Option”) to Mr. Johnson, entitling Mr. Johnson to acquire 12,000 Founder Shares upon the exercise
of the Share Purchase Option once the existing lock-up term on such Founder Shares expires pursuant to the terms and arrangements thereunder.
The Company has entered into an indemnity agreement with Mr. Johnson in connection with his appointment.

Proposed Transactions

On November 9, 2025, the
Company entered into a business combination agreement (as it may be amended, supplemented, or otherwise modified from time to time, the
“BCA”) with WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”), WISeSat Merger
Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), WISeSat.Space Corp., a
British Virgin Islands business company (the “Target”), and WISeKey International Holding Ltd., a Swiss company (together
with its successors, including after its anticipated domestication to the British Virgin Islands prior to the Closing, the “Seller”).
Pursuant to the BCA, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated by the BCA
(the “Closing”), CAC will become a wholly owned subsidiary of Pubco; and each issued and outstanding CAC Security (as defined
in the BCA) immediately prior to the effective time of the Merger (as defined in the BCA) shall no longer be outstanding and shall automatically
be cancelled, in exchange for the right of the holder thereof to receive Pubco Ordinary Shares. Following the Merger, the Seller may distribute
up to 10% of its Pubco shares to its own shareholders at its discretion. The transactions contemplated by the BCA and the Ancillary Documents
are referred to herein as the “Transactions.”

The Transactions will be submitted
to shareholders of the Company for approval at an extraordinary general meeting. Pubco, together with the Company, will file with the
Securities and Exchange Commission (the “SEC”) a proxy statement/prospectus on Form F-4 (the “Business Combination
Proxy Statement”) in connection with the proposed Transactions. On December 29, 2025, CAC and WISeKey International Holding
AG jointly announced the confidential submission of a draft of the Business Combination Proxy Statement by Pubco with the SEC on December 23,
2025. Pursuant to the Company’s Charter, the Company currently has until January 22, 2027 to complete the Transactions, if
fully extended.

Share Exchange Consideration

Immediately prior to the Effective
Time, in full payment for the Company Shares, Pubco shall issue and deliver to the Seller the Exchange Shares with an aggregate value
(the “Exchange Consideration”) equal to the sum of (i) Two Hundred Fifty Million U.S. Dollars ($250,000,000), plus (ii) the
amount of any Transaction Financing (as defined in the BCA) that is made into the Company or its Subsidiaries prior to the Closing, with
each Pubco Ordinary Share valued at Ten U.S. Dollars ($10.00). The Exchange Shares will be allocated between Pubco Ordinary Shares and
Pubco Class F Shares in proportion to the number of Company Ordinary Shares and Company Class F Shares owned by Seller at the time of
the Share Exchange.

The Pubco Class F Shares shall,
in the aggregate, be entitled to 49.9% of the total vote on any matter voted on by the holders of Pubco Shares, and the Pubco Class F
Shares will automatically convert into Pubco Ordinary Shares upon certain transfers in accordance with the Company Organizational Documents.

2

Treatment of CAC Securities; Merger Consideration

Pursuant to the BCA, (a) immediately
prior to the Effective Time, every issued and outstanding CAC Unit shall be automatically detached, and the holder thereof shall be deemed
to hold one CAC Ordinary Share and one CAC Right in accordance with the terms of the applicable CAC Unit (the “Unit Separation”);
(b) immediately prior to the Effective Time and immediately following the Unit Separation, each issued and outstanding CAC Right (including
the CAC Rights held as a result of the Unit Separation) shall be automatically converted into one-seventh of one CAC Ordinary Share; (c)
at the Effective Time, every issued and outstanding CAC Ordinary Share (including each CAC Ordinary Share converted from CAC Rights pursuant
to (b) above and each CAC Ordinary Share held as a result of the Unit Separation, other than the Excluded Shares, the Dissenting Shares
and the Redeemed Shares (each as defined in the BCA)) shall become and be converted automatically into the right to receive one Pubco
Ordinary Share, following which, all CAC Ordinary Shares shall cease to be outstanding and shall automatically be canceled and shall cease
to exist.

At the Effective Time, by
virtue of the Merger, all Merger Sub Ordinary Shares issued and outstanding immediately prior to the Effective Time shall be converted
into an equal number ordinary shares of the Surviving Company, with the same rights, powers and privileges as the shares so converted
and shall constitute the only outstanding issued shares of the Surviving Company.

Sponsor Agreement

Simultaneously with the execution
and delivery of the BCA, CAC, the Target, Pubco and the Sponsor entered into a sponsor agreement (the “Sponsor Agreement”).
Pursuant to the Sponsor Agreement, on the terms and subject to the conditions set forth therein, the Sponsor agreed, among other things,
(a) to vote in favor of the BCA and the Transactions and against any alternative transaction; (b) during the term of the Sponsor Agreement,
not to transfer and to cause its affiliates not to transfer any of the Sponsor Shares (as defined therein) except as permitted thereby;
(c) during the term of the Sponsor Agreement, not to redeem any Sponsor Shares (as defined therein) and convert all CAC rights held by
it into the underlying CAC Ordinary Shares; (d) to pay for CAC Expenses (as defined in the BCA) in excess of the CAC Expense Cap (as defined
in the BCA); (e) to take timely actions to extend CAC’s deadline to complete the Business Combination as necessary to consummate
the Closing; and (f) that any working capital loans made to CAC (including for any Extension Payments) will at the Closing be either,
as requested by the Target, repaid in cash or converted into CAC Working Capital Units in accordance with the IPO Prospectus (excluding
after CAC has fully utilized its existing working capital as of the Signing Date, up to $400,000 in working capital loans made prior to
the Closing to CAC by third parties (excluding the Target) or members of the Sponsor, in either case, that are not affiliates of CAC,
the Sponsor or CAC’s management or directors, even if such loans are indirectly made through the Sponsor, as to which the repayment
terms will be as provided as disclosed in the IPO Prospectus). The Sponsor Agreement will terminate on the earliest of (i) the mutual
written consent of CAC, the Target and Sponsor, (ii) the Closing of the Transactions, or (iii) the termination of the BCA in accordance
with its terms.

Insider Letter Amendment

Simultaneously with the execution
and delivery of the BCA, CAC, Pubco, the Sponsor, the Target and CAC’s directors and officers entered into an amendment (the “Insider
Letter Amendment”) to the letter agreement that was entered into by and among CAC, the Sponsor and certain other member of CAC’s
board of directors and/or management team on January 22, 2025 (the “Insider Letter”). Pursuant to the Insider Letter Amendment,
the parties amended the letter agreement to (a) give the Target and Pubco rights to enforce the terms of the Insider Letter; (b) effective
as of the Closing, assign the rights and obligations of CAC under the Insider Letter to Pubco; and (c) provide that the lock-up period
applicable to the Pubco Ordinary Shares issued in exchange for the Founder Shares (as defined in the BCA) pursuant to the BCA will be
identical to the lock-up period set forth in the Lock-Up Agreement (as defined below).

3

Lock-up Agreement

Simultaneously with the execution
and delivery of the BCA, CAC, Pubco and the Seller entered into a lock-up agreement (the “Lock-up Agreement”), which, among
other things, provides for certain restrictions on the transfer of certain Pubco Ordinary Shares by the Seller and other holders who become
Pubco’s shareholders as a result of the Seller Distribution following the Closing, as further described below and subject to the
terms and conditions set forth in the Lock-up Agreement.

Pursuant to the Lock-up Agreement,
from and after the Closing, the Seller and other holders who become Pubco shareholders as a result of the Seller Distribution
shall not Transfer (as defined in the Lock-up Agreement) any of the Restricted Securities (as defined in the Lock-up Agreement) until
the earlier of: (a) the six month anniversary of the date of the Closing; (b) the date (but not less than 60 days after the Closing) on
which the closing price of the Pubco Ordinary Shares exceeds $12.50 for any 20 trading days within a 30-day trading period following the
Closing; and (c) the date after the Closing on which Pubco consummates a liquidation, merger, share exchange, reorganization or other
similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their
equity holdings in Pubco for cash, securities or other property.

January 2026 Extension Meeting

On January 16, 2026, the Company
held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders of the
Company approved the proposal (the “Charter Amendment Proposal”) that the Company’s Amended and Restated Memorandum
and Articles of Association, which provided that the Company has until January 22, 2026 to complete a business combination, be deleted
in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association (the “Amended
Charter”) to provide that the Company has until January 22, 2026 to complete a business combination, and may elect to extend the
period to consummate a business combination up to twelve times, each by an additional one-month extension (the “Monthly Extension”),
for a total of up to twelve months to January 22, 2027. In order to effectuate each Monthly Extensions, $50,000 needs to be deposited
into the Trust Account of the Company (the “Monthly Extension Fee”).

On January 16, 2026, the Company
and the Trustee entered into the amendment to the Investment Management Trust Agreement dated January 22, 2025 ( as amended, the “Trust
Agreement”) upon the shareholders’ approval at the Extraordinary General Meeting, which provides that that the Trustee must
commence liquidation of the Trust Account by the prescribed timeline as provided in the Company’s Amended Charter.

In connection with the votes
to approve the Charter Amendment Proposal, 3,449,851 Ordinary Shares of the Company were rendered for redemption, and approximately $35.82
million was released from the Trust Account to pay such redeeming shareholders.

Extensions

As of the date of this Annual
Report, the Company has until March 22, 2026 to complete its initial business combination (or up to January 22, 2027 if fully extended).
A total of $100,000 Monthly Extension Fee were deposited into the Trust Account of the Company, among which $50,000 were paid by the Company
from its working capital and $50,000 were paid by the Target pursuant to the BCA.

4

Effecting a Business Combination

In connection with any proposed
business combination, we will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose
at which public shareholders may seek to convert their public shares, regardless of whether they vote for or against, or abstain from
voting on, the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net
of taxes payable and up to $100,000 of interest released to us to pay dissolution expenses) or (2) provide our public shareholders with
the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an
amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable and up to $100,000
of interest released to us to pay dissolution expenses), in each case subject to the limitations described herein. Notwithstanding the
foregoing, our insiders, including the Sponsor and our officers and directors, have agreed, pursuant to written letter agreements with
us, not to convert any shares (including Founder Shares, private shares and any public shares acquired in or after the IPO) held by them
into their pro rata share of the aggregate amount then on deposit in the Trust Account. If we determine to engage in a tender offer, such
tender offer will be structured so that each shareholder may tender any or all of his, her or its public shares rather than some pro rata
portion of his, her or its shares. The decision as to whether we will seek shareholder approval of a proposed business combination or
will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing
of the transaction, or 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 have the flexibility to avoid a shareholder vote and allow our shareholders to sell their shares
pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. 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 business combination.

We have until January 22,
2027 to consummate an initial business combination (the “Combination Period”) (if fully extended). However, if we anticipate
that we may not be able to consummate our initial business combination by January 22, 2027 (if fully extended), we may seek an amendment
to our amended and restated memorandum and articles of association to extend the period of time we have to complete an initial business
combination beyond January 22, 2027 (if fully extended) and if we do so, we will provide our public shareholders with the opportunity
to redeem all or a portion of their public 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. and not previously released to us or necessary to pay our
taxes (less up to $100,000 of interest to pay dissolution expenses). If we do not complete our initial business combination by January
22, 2027 (if fully extended), we may elect to do so in the future and there is no limit on the number of extensions that we may seek.
If we are unable to consummate our initial business combination within the Combination Period and decide not to seek any extension, 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 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. In the event of our liquidation and subsequent dissolution and the
public rights will expire and will be worthless.

5

If we are unable to consummate
our initial business combination within this time period, we will liquidate the Trust Account and distribute the proceeds held therein
to our public shareholders by way of redeeming their shares and dissolve. If we are forced to liquidate, we anticipate that we would distribute
to our public shareholders the amount in the Trust Account calculated as of the date that is two (2) days prior to the distribution date
(including any accrued interest net of taxes payable and up to $100,000 of interest released to us to pay dissolution expenses). Prior
to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts
they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with respect to amounts
that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such,
our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful
payment in the event we enter an insolvent liquidation. In the event of our liquidation and subsequent dissolution, the public and private
rights will expire and will be worthless.

Pursuant to NASDAQ listing
rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance
of the funds in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the execution of
a definitive agreement for our initial business combination, although we may acquire a target business whose fair market value significantly
exceeds 80% of the Trust Account balance.

We currently anticipate structuring
a business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
a business combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets
of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we
will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of
the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company,
depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the outstanding capital of a target. In this case, we could
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 equity interests or assets of a target business or businesses are owned or
acquired by the post-transaction company, only 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, assuming that we maintain a listing for our securities on NASDAQ. In order to consummate such
an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise
additional funds through a private offering of debt or equity securities. Since we have no specific business combination under consideration,
we have not entered into any such fund-raising arrangement and have no current intention of doing so. The fair market value of the target
business will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such
as actual and potential sales, earnings, cash flow and/or book value). If our board is not able to independently determine that the target
business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another
independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, with respect to
the satisfaction of such criteria. We will not be required to obtain an opinion from an independent investment banking firm, or another
independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, as to the fair market
value if our board of directors independently determines that the target business complies with the 80% threshold.

6

We will not be required to
comply with the 80% fair market value requirement if we are delisted from Nasdaq. If Nasdaq delists our securities from trading on its
exchange, we would not be required to satisfy the fair market value requirement described above and could complete a business combination
with a target business having a fair market value substantially below 80% of the balance in the Trust Account.

Working Capital Loans

In order to meet our working
capital needs until completion of an initial business combination, our insiders, officers and directors or their affiliates may, but are
not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (the
“Working Capital Loans”). The notes would either be paid upon consummation of our initial business combination, without interest,
or, at the lender’s discretion, up to $3,000,000 of the notes may be converted upon consummation of our business combination into
working capital units at a price of $10.00 per unit, or the “working capital units.” In addition, if we hold a shareholder
meeting to seek shareholders’ approval for an amendment to the then existing memorandum and articles of association, as amended,
to modify the amount of time or substance we have to consummate an initial business combination, our insiders, officers and directors
or their affiliates or designees may, but not obligated to, loan us funds in support of our potential extension to allow additional time
for us to complete an initial business combination which will be evidenced in extension convertible notes to be repaid in cash or $10.00
per unit, or the “extension units,” at the closing of our initial business combination. The working capital units and the
extension units, if any, would be identical to the Private Units sold in the private placement. If we do not complete our initial business
combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. The terms of such
loans by our insiders, officers and directors or their affiliates, if any, have not been determined and no written agreements exist with
respect to such loans.

As of December 31, 2025 and
through the date of filing of this Annual Report on Form 10-K, the Company had no borrowings under these loans.

PCAOB

The United States Public Company
Accounting Oversight Board (“PCAOB”) is currently unable to conduct inspections on accounting firms in the PRC without the
approval of the Chinese government authorities. The auditor and its audit work in the PRC may not be inspected fully by the PCAOB. Inspections
of other auditors conducted by the PCAOB outside China have at times identified deficiencies in those auditors’ audit procedures
and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of
PCAOB inspections of audit work undertaken in China prevents the PCAOB from regularly evaluating the PRC auditor’s audits and its
quality control procedures. As a result, shareholders may be deprived of the benefits of PCAOB inspections if we complete a business combination
with such companies.

Future developments in U.S.
laws may restrict our ability or willingness to complete certain business combinations with certain companies. For instance, the enacted
Holding Foreign Companies Accountable Act (the “HFCAA”) would restrict our ability to consummate a business combination with
a target business unless that business met certain standards of the PCAOB and would require delisting of a company from U.S. national
securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCAA also requires
public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those based
in China.

We may not be able to consummate
a business combination with a favored target business due to these laws. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating
Holding Foreign Companies Accountable Act (“AHFCAA”), which, if signed into law, would amend the HFCAA and require the SEC
to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for
two consecutive years instead of three consecutive years.

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

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

7

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

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

On December 16, 2021, the
PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting
firms headquartered in: (i) mainland China, and (ii) Hong Kong. Our auditor, Marcum Asia CPAs LLP, headquartered in New York City, is
an independent registered public accounting firm registered with the PCAOB and is subject to laws in the United States pursuant to which
the PCAOB conducts regular inspections to assess Marcum Asia CPAs LLP’s compliance with applicable professional standards. The PCAOB
currently has access to inspect the working papers of our auditor. Our auditor is not headquartered in mainland China or Hong Kong and
was not identified in this report as a firm subject to the PCAOB’s determination.

On August 26, 2022, the CSRC,
the Ministry of Finance of the PRC, and PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations
of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB has independent discretion to select any issuer audits
for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist
whether this new framework will be fully complied with. According to the PCAOB, its December 2021 determinations under the HFCAA remain
in effect. The PCAOB is required to reassess these determinations by the end of 2022. Under the PCAOB’s rules, a reassessment of
a determination under the HFCAA may result in the PCAOB reaffirming, modifying or vacating the determination.

On December 15, 2022, the
PCAOB determined that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong and voted to vacate its December 2021 determinations to the contrary. To ensure ongoing access for inspections and
investigations, the PCAOB will determine annually whether it can inspect and investigate completely audit firms in mainland China and
Hong Kong. Additionally, the PCAOB has also identified numerous deficiencies at audit firms in mainland China and Hong Kong, as has been
the case in other jurisdictions in the first year of PCAOB inspection. The PCAOB intends to release inspection reports in the first half
of next year detailing findings from their inspections of these audit firms.

However, in the event that
we complete a business combination with a PRC Target Company and PCAOB is not able to fully conduct inspections of the post-combination
entity’s auditor’s work papers in mainland China or Hong Kong, it could cause us to fail to be in compliance with U.S. securities
laws and regulations, we could cease to be listed on a U.S. securities exchange, and U.S. trading of our shares could be prohibited under
the HFCAA. Any of these actions, or uncertainties in the market about the possibility of such actions, could adversely affect our prospects
to successfully complete a business combination with a PRC Target Company, our access to the U.S. capital markets and the price of our
shares.

On December 29, 2022, a legislation
entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law
by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to the AHFCAA, which reduces
the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two.

Future developments in respect
of increased U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative
process and the regulatory developments are subject to the rule-making process and other administrative procedures.

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

8

Enforceability of Civil Liability

Certain of our executive
officers and directors are located outside the U.S. Our Chief Executive Officer, Dr. Fen “Eric” Zhang, who is also our director,
our Chief Financial Officer, Ms. Jie “Janet” Hu, and our director Mr. Cameron R. Johnson, are located in China, and our director,
Mr. Kevin McKenzie, are located in Switzerland. Further, there is uncertainty if any officers and directors of the post-combination entity
will be located outside the Unites States. As a result, it may be difficult, or in some cases not possible, for investors in the United
States to enforce their legal rights, to effect service of process upon those officers and directors (prior to or after the business combination)
located outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties
on them under United States securities laws.

In particular, the PRC does
not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other
countries and regions, and you may have to incur substantial costs and contribute significant time to enforce civil liabilities and criminal
penalties in reliance on legal remedies under PRC laws. Therefore, recognition and enforcement in the PRC of judgement of United States
courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

U.S. Foreign Investment Regulations

Dr. Fen “Eric”
Zhang, our Chief Executive Officer and Chairman, is the sole director of the Sponsor and as such is deemed to have sole voting and investment
discretion with respect to our shares held by the Sponsor. There are two types of securities of the Sponsor issued and outstanding, ordinary
shares and Series A preferred shares. Dr. Fen “Eric” Zhang holds all the issued and outstanding ordinary shares and, eight
holders, including Dr. Zhang, hold all the issued and outstanding Series A preferred shares. The holders of Series A preferred shares
have no voting rights with respect to any matters of the Sponsor subject to certain exception. In the event of dissolution of our Sponsor
after the closing of the IPO, the holders of Sponsor’s ordinary shares and Series A preferred shares are entitled to distribution
of assets and funds of the Sponsor legally available for distribution, pro rata, including, the Company’s Founder Shares and Private
Units held by the Sponsor if those securities have not been disposed by the Sponsor and are legally available for distribution during
the dissolution. Dr. Zhang and one holder of the Sponsor’s Series A preferred shares are Canadian citizens and the other six holders
are Chinese citizens. As of the date of this Annual Report, the Sponsor owns approximately 37.8% of our issued and outstanding shares.

Controlling or non-controlling
investments in U.S. businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one
of 27 identified industries — including aviation, defense, semiconductors, telecommunications and biotechnology — are subject
to a mandatory filing with the Committee on Foreign Investment in the U.S. (“CFIUS”). In addition, CFIUS is an interagency
committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine
the effect of such transactions on the national security of the United States. Because we may be considered a “foreign person”
under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or
which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS
was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling
investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent
implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential
initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate
a business combination with such business. In addition, if our potential business combination falls within CFIUS’s jurisdiction,
we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business
combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide
to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial
business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first
obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction
with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to
us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be
limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar
foreign ownership issues.

Moreover, the process of
government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business
combination our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate,
our public shareholders may only receive $10.00 per share initially, and our rights will expire worthless. This will also cause you to
lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any
price appreciation in the combined company.

Facilities

Our executive offices are
located at 14 Prudential Tower, Singapore, 049712 and our telephone number is (+1) 949 899 1827. Commencing on January 22, 2025, we make
$10,000 per month payment to the Sponsor for office space, utilities and secretarial and administrative support. We consider our current
office space adequate for our current operations.

9

Employees

We currently have Dr. Fen
“Eric” Zhang as the Chief Executive Officer and Mr. Jie “Janet” Hu as the Chief Financial Officer. They 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 initial business combination. The amount of time they will devote in any time period will vary
based on whether a target business has been selected for our 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.