NYSE: ENHA

Five institutional investors
(none of which are affiliated with any member of management, the Sponsor or any other investor) (the “non-voting sponsor investors”)
have purchased, indirectly, through the purchase of non-voting interests in our sponsor, an aggregate of 130,000 Private Placement Units
(the “Non-Voting Private Placement Units”) at a price of $10.00 per unit ($1,300,000 in the aggregate). In connection with
the non-voting sponsor investor indirectly purchasing, through the Sponsor, the Non-Voting Private Placement Units allocated to the non-voting
sponsor investors in connection with the closing of the IPO, the Sponsor issued non-voting shares (the “Non-Voting Sponsor Shares”)
at a nominal purchaser price to the non-voting sponsor investors at the closing of the IPO, reflecting interests in an aggregate of 1,368,421
Founder Shares (defined below) held by the Sponsor. On December 19, 2025, an affiliate of the Sponsor purchased all of the issued and
outstanding Non-Voting Sponsor Shares from the non-voting sponsor investors.

The Company granted the underwriters
a 45-day option to purchase up to an additional 3,000,000 Units at the IPO price to cover over-allotments, if any, which expired unexercised
on September 12, 2025. On September 15, 2025, the Sponsor forfeited 1,000,000 Founder Shares for no consideration as the underwriters
of the IPO did not exercise the over-allotment option.

1

As of July 31, 2025, a total
of $200,000,000 ($10.00 per unit) of the net proceeds from the IPO and the Private Placement were deposited in a trust account established
for the benefit of the Company’s public shareholders (the “Trust Account”) located in the United States with Continental
Stock Transfer & Trust Company acting as trustee. The funds placed 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 certain conditions under Rule 2a-7 under the Investment
Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held
in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the private placement
will not be released from the Trust Account the earlier to occur of (i) the completion of the initial Business Combination, (ii) the
redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated
memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to redeem 100% of the
public shares if the Company does not complete the initial Business Combination within the completion window (defined below) or (B) with
respect to any other provision relating to shareholders’ rights or pre-Business Combination activity and (iii) the redemption of
all of the public shares if the Company is unable to complete the initial Business Combination within the completion window (defined
below), subject to applicable law and as further described in the Prospectus. In no other circumstances will a public shareholder have
any right or interest of any kind in the trust account. The proceeds deposited in the Trust Account could become subject to the claims
of the creditors, if any, which could have priority over the claims of the public shareholders.

As of December 31, 2025,
the Company had not commenced any operations. For the period from November 9, 2022 (inception) through December 31, 2025, the Company’s
efforts have been limited to organizational activities as well as activities related to the IPO, and subsequent to the IPO, identifying
a target company, entering into the business combination agreement described below, and proceeding toward completion of the Business
Combination. The Company will not generate any operating revenues until after the completion of a business combination, at the earliest.
The Company will generate non-operating income in the form of dividends and/or interest income from the proceeds derived from the IPO.

On August 22, 2025, the Company
announced that, on or about August 27, 2025, the holders of the Units may elect to separately trade the Class A Ordinary Shares and rights
included in the Units. Each Unit consists of one Class A Ordinary Share and one Right to receive one-eighth of one Class A Ordinary Share
upon the consummation of an initial business combination. The Units not separated are currently trading on The Nasdaq Global Market (“Nasdaq”)
under the symbol “APADU.” The Class A Ordinary Shares and Rights are currently trading on Nasdaq under the symbols “APAD”
and “APADR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust
Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and rights.

Business Combination Agreement

On November 26, 2025, the
Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with A Paradise Merger Sub I,
Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Enhanced
Ltd, a Cayman Islands exempted company with limited liability (“Enhanced”).

The Mergers

The Business Combination
Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will
occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Enhanced Business
Combination”), following the Acquiror Domestication (as defined below):

● (i)
at the closing of the transactions contemplated by the Business Combination Agreement (the
“Closing”), upon the terms and subject to the conditions of the Business Combination
Agreement and in accordance with the Companies Act (as revised) of the Cayman Islands (“Cayman
Companies Act”) and the Texas Business Organizations Code (“TBOC”), (x)
Merger Sub will merge with and into Enhanced, the separate corporate existence of Merger
Sub will cease and Enhanced will be the surviving company and a wholly owned subsidiary of
the Company (the “First Merger”) and (y) immediately following the First Merger,
Enhanced will merge with and into the Company, the separate corporate existence of Enhanced
will cease and the Company will be the surviving corporation (together with the First Merger,
the “Mergers”); and

2

● (ii)
as a result of the Mergers, among other things, all outstanding shares of common stock (inclusive
of shares of converted preferred stock and issuable in respect of the SAFE financing described
below) of Enhanced immediately prior to the effective time of the First Merger will be cancelled
in exchange for the right to receive, except with respect to (i) any shares of common stock
of Enhanced subject to options or consultant awards, (ii) any shares of common stock of Enhanced
held in the treasury of Enhanced, which treasury shares will be cancelled as part of the
First Merger, and (iii) any shares of common stock of Enhanced held by shareholders who have
perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions
of the Cayman Companies Act, a number of shares of A Paradise Domesticated Class A Common
Stock (as defined below), as adjusted in accordance with the Business Combination Agreement
and as further described therein. In addition, at the First Merger, certain holders designated
by Apeiron Investment Group Limited (the “Class B Holders”) will be issued a
number of shares of the Company’s Class B Common Stock such that, immediately after
the Closing, the Class B Holders will have at least 95% of the voting power of the capital
stock of the surviving corporation on a fully-diluted basis.

The Board of Directors of
the Company (the “Board”) has unanimously (i) approved and declared advisable the Business Combination Agreement, the Enhanced
Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination
Agreement and related matters by the shareholders of the Company.

The Acquiror Domestication

Prior to the Closing, subject
to the approval of the Company’s shareholders, and in accordance with the TBOC, the BVI Business Companies Act, 2004 (the “BVI
Act”), and the Company’s memorandum and articles of association, the Company will effect a deregistration under the BVI Act
and a domestication under the TBOC (by means of filing a certificate of conversion and certificate of formation with the Secretary of
State of the State of Texas), pursuant to which the Company’s jurisdiction of incorporation will be changed from the British Virgin
Islands to the State of Texas (the “Acquiror Domestication”). Upon the effective time of the Acquiror Domestication, the
Company will change its name to “Enhanced Group Inc.”.

Immediately prior to the
effective time of the Acquiror Domestication, each then issued and outstanding share of the Company’s Class B Common Stock will
convert automatically, on a one-for-one basis, into a share of the Company’s Class A Common Stock (the “Converted Acquiror
Class A Common Stock”). At the effective time of the Acquiror Domestication, (a) each then issued and outstanding share of the
Company’s Class A Common Stock (including the Converted Acquiror Class A Common Stock) will convert automatically, on a one-for-one
basis, into a share of the Company’s Class A common stock, par value $0.0001 per share, of the Company (after the Acquiror Domestication)
(the “Domesticated Acquiror Class A Common Stock” or “Enhanced Group Class A common stock”); (b) the Company
will authorize a new class of Class B common stock, par value $0.0001 per share (the “Domesticated Acquiror Class B Common Stock”
or “Enhanced Group Class B common stock”), the terms of which will provide, among other things, that each share of Domesticated
Acquiror Class B Common Stock will carry ten votes; (c) each then issued and outstanding unit of the Company (the “BVI Acquiror
Units”) will convert automatically into a domesticated Acquiror unit representing one share of Domesticated Acquiror Class A Common
Stock and a right to receive one-eighth of one share of Domesticated Acquiror Class A Common Stock at the Closing; and (d) each then
issued and outstanding right of the Company (the “BVI Acquiror Right”) will convert automatically into a domesticated Acquiror
right, with each domesticated Acquiror right representing the right to receive one-eighth of one Domesticated Acquiror Class A Common
Stock at the Closing.

Conditions to Closing

The Mergers are subject to
the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Enhanced Business Combination
and related agreements and transactions by the respective shareholders of the Company and Enhanced, (ii) effectiveness of the proxy statement
/ registration statement filed by the Company and Enhanced with the SEC in connection with the Enhanced Business Combination, (iii) all
requisite regulatory approvals having been obtained and expiration of any applicable waiting periods, including those under the Hart-Scott-Rodino
Antitrust Improvements Act (the “HSR Act”), (iv) the absence of any governmental order enacted, issued, promulgated, enforced,
or entered by any governmental authority which has become final and non-appealable and has the effect of making consummation of the Mergers
illegal or otherwise preventing or prohibiting consummation of the Mergers, (v) receipt of approval for listing on the Nasdaq Stock Market
(or NYSE, as applicable) the shares of Domesticated Acquiror Class A Common Stock to be issued in connection with the Mergers, and (vi)
the Acquiror Domestication has been completed.

3

Other conditions to the Company’s
and Merger Sub’s obligations to consummate the Mergers include (i) that the representations and warranties of Enhanced are true
and correct, generally subject to an absence of inaccuracies that would constitute a material adverse effect, (ii) each of the covenants
of Enhanced to be performed on or prior to the Closing has been performed in all material respects, (iii) there has not occurred a material
adverse effect on Enhanced that is continuing, (iv) receipt of certain signed certificates from Enhanced, and (v) delivery of a counterparty
of each of the ancillary agreements to which Enhanced or any of its affiliates is a party.

Other conditions to Enhanced’s
obligations to consummate the Mergers include that (i) the representations and warranties of the Company are true and correct, generally
subject to an absence of inaccuracies that would constitute a material adverse effect, (ii) each of the covenants to be performed by
the Company on or prior to the Closing has been performed in all material respects, (iii) receipt of certain signed certificates from
the Company, (iv) delivery of a counterpart of each of the ancillary documents to which the Company or any of its affiliates is or will
be a party and (v) the private placement investment has resulted in proceeds to Enhanced of at least $40,000,000.

Covenants

The Business Combination
Agreement contains covenants providing for the parties to conduct their respective businesses in the ordinary course through the Closing
and to refrain from taking or authorizing certain actions through the Closing, subject to specified exceptions and qualifications contained
in the Business Combination Agreement. The Business Combination Agreement contains additional covenants including, among others (i) the
parties to not initiate any negotiations or enter into any agreements for certain alternative transactions, (ii) Enhanced to provide
inspection rights to the Company and its Representatives prior to the Closing, (iii) Enhanced to prepare and deliver to the Company certain
audited and unaudited consolidated financial statements of Enhanced and its subsidiaries, (iv) Enhanced to effect conversion of all outstanding
preferred shares of Enhanced into common stock of Enhanced, (v) the Company to take certain actions to cause each Enhanced employee to
continue in employment with the surviving corporation following the Closing, (vi) the Company to adopt an incentive equity plan, founder
equity plan, and employee stock purchase plan, (vii) the Company to cause any documents to be delivered to the trustee, pay certain amounts
out of the trust and subsequently terminate the trust, (viii) the Company to ensure that the Company remains listed on the Nasdaq Stock
Market and that the Company and Enhanced prepare and submit to Nasdaq or NYSE, as determined by Enhanced, a listing application, (ix)
the Company to take actions necessary to cause the individuals set forth in the Company Disclosure Letter to be elected as members of
Enhanced Group’s board of directors, (x) the indemnification of the present and former directors and officers of Enhanced and the
Company and the purchase of a directors and officers liability insurance policy, (xi) the Company to keep current and timely file reports
required to be filed or furnished to the SEC, and (xii) the Company to reasonably cooperate with Enhanced to disclose material events
of Enhanced and its subsidiaries, (xiii) in the event of shareholder litigation, the Company to notify Enhanced and to provide Enhanced
with the opportunity to participate in such litigation, (xiv) the Company to cause that certain Registration Rights Agreement, dated
as of July 29, 2025, by and between the Company, the Sponsor and certain other parties thereto to be terminated, (xv) the Company and
Enhanced to use commercially reasonable efforts to obtain necessary approvals from governmental agencies, (xvi) prepare and file a proxy
statement/registration statement with the SEC, (xvii) the Company to take certain other actions to obtain the requisite approval of the
Company’s shareholders, (xviii) Enhanced to obtain the approval of its shareholders in accordance with the terms of the governing
documents of Enhanced and (xix) the Company and Enhanced to prepare and submit a registration statement for a shelf registration Form
S-1 at the election of Enhanced.

In addition, prior to the
Closing, Enhanced may enter into one or more agreements in a form reasonably acceptable to the Company with third-party investors or
existing investors of Enhanced, pursuant to which Enhanced may issue to such investors (i) debt or equity securities, (ii) the right
to certain capital shares of Enhanced or (iii) certain equity interests in Enhanced.

4

Prior to the Closing, Enhanced
may facilitate and arrange for one or more subscription agreements to be entered into between the Company and one or more third-party
investors pursuant to which such investors will subscribe for the Company’s Class A Common Stock (“PIPE Subscription Agreements”),
which PIPE Subscription Agreements will be conditioned on the Closing.

Representations and Warranties

The Business Combination
Agreement contains customary representations and warranties by the Company, Merger Sub, and Enhanced, with respect to, among other things,
(i) company organization, (ii) due authorization, (iii) no conflict, (iv) governmental authorities or consents, (v) capitalization, (vi)
financial statements, (vii) undisclosed liabilities, (viii) litigation, (ix) material contracts, (x) Enhanced benefit plans, (xi) taxes,
(xii) insurance, (xiii) real property, (xiv) intellectual property, (xv) environmental matters, (xvi) absence of changes, (xvii) sanctions,
and (xviii) suppliers. The representations and warranties of the respective parties to the Business Combination Agreement generally will
not survive the Closing.

Termination

The Business Combination
Agreement may be terminated at any time prior to the Closing (i) by mutual written consent of the Company and Enhanced, (ii) by either
party in certain other circumstances set forth in the Business Combination Agreement, including (a) if any governmental authority shall
have issued or otherwise entered a final, non-appealable order making consummation of the Mergers illegal or otherwise preventing or
prohibiting consummation of the Mergers and (b) in the event of certain uncured breaches by the other party or if the Closing has not
occurred on or before the May 15, 2026 (subject to extension of such date in accordance with the terms of the Business Combination Agreement)
or (c) the Mergers shall not have been consummated by the May 15, 2026, unless extended by Enhanced to May 25, 2026, unless further extended
by Enhanced to June 5, 2026 or (c) if certain approvals of the shareholders of the Company, to the extent required under the Business
Combination Agreement, are not obtained as set forth therein or if there is a Modification in Recommendation (as defined in the Business
Combination Agreement).

The Business Combination
Agreement and related agreements are further described in the Form 8-K filed by the Company on November 28, 2025.

A Paradise Holders Support Agreement

In connection with the execution
of the Business Combination Agreement, the Company entered into an acquiror holder support agreement (the “A Paradise Holders Support
Agreement”), dated as of November 26, 2025, between the Company, Enhanced and the Sponsor (the “Major A Paradise Shareholder”).
Under the A Paradise Holder Support Agreement, the Major A Paradise Shareholder agrees that, among other things, (i) the Major A Paradise
Shareholder will not to sell or transfer their shares until the earlier to occur of the Second Effective Time and the termination of
the Business Combination Agreement, and (ii) that at any meeting of the shareholders and in any action by written consent of the shareholders,
the Major A Paradise Shareholder will vote all of its shares for the Enhanced Business Combination and related transactions.

Enhanced Holders Support Agreement

In connection with the execution
of the Business Combination Agreement, the Company entered into the Enhanced holders support agreement (the “Enhanced Holder Support
Agreement”), dated as of November 26, 2025, among certain shareholders of Enhanced (the “Major Enhanced Stockholders”).
Under the Enhanced Holder Support Agreement, the Major Enhanced Stockholders agree, among other things, not to sell or transfer their
shares until the earlier to occur of the Second Effective Time and the termination of the Business Combination Agreement, and that at
any meeting of the shareholders and in any action by written consent of the shareholders, such Major Enhanced Stockholders will vote
all of their shares for the Enhanced Business Combination and related transactions.

5

Sponsor Equity Agreement

In connection with the execution
of the Business Combination Agreement, Apeiron Investment Group Limited (“Apeiron”) and the Sponsor entered into a sponsor
equity agreement (the “Sponsor Equity Agreement”), dated as of November 26, 2025. Pursuant to the Sponsor Equity Agreement,
subject to the closing of the Enhanced Business Combination, (i) Apeiron granted the Sponsor an option to require Apeiron to purchase
up to 100%, and the Sponsor granted Apeiron an option to purchase, up to 100%, but no less than 78%, of the equity securities then held
by the Sponsor in the surviving company (the “Sponsor Securities”), in each case in accordance with the terms and conditions
set forth therein, (ii) Apeiron paid the Sponsor a deposit of $5,500,000, which is generally non-refundable, subject to certain exceptions,
and (iii) the parties agreed to certain termination fee arrangements as described below.

Under the terms of the Sponsor
Equity Agreement, following the closing of the Enhanced Business Combination, and during the 90-day period thereafter, the Sponsor will
have the right to sell (the “Put Option”) to Apeiron up to 100%, and Apeiron will have the right to require the Sponsor to
sell (the “Call Option”) to Apeiron, up to 100% (and not less than 78%) of the Sponsor Securities, free and clear of liens
(other than certain customary restrictions). The purchase price for the Sponsor Securities pursuant to the Put Option or Call Option
will be determined based on the percentage of Sponsor Securities delivered, as set forth in the Sponsor Equity Agreement, less the deposit
amount previously paid by Apeiron. The maximum purchase price for the Put Option and Call Option are in a range of $6,700,000 to $9,000,000
and in a range of $11,000,000 to $15,500,000, respectively, in each case depending on the number of shares received and, furthermore,
in each case less the deposit previously paid by Apeiron. The Put Option and Call Option may only be exercised during the specified option
period and are subject to certain procedural and closing conditions set forth in the Sponsor Equity Agreement.

Additionally, the Sponsor
Equity Agreement provides for the payment by the Sponsor to Apeiron of a termination fee of up to $4,875,000 under certain circumstances
if the Business Combination Agreement is terminated due to a willful breach by the Company or its affiliates, including the Sponsor.
The amount of the termination fee is subject to specific milestones relating to the preparation and filing of the proxy statement/registration
statement for the Enhanced Business Combination.

The Sponsor Equity Agreement
also contains customary representations, warranties and covenants of the parties, including a lock-up on the transfer of Sponsor Securities
during the option period, covenants relating to regulatory approvals and cooperation, and other customary provisions.

In connection with its entry
into the Sponsor Equity Agreement, on November 26, 2025, Apeiron entered into a Participation Agreement (the “Participation
Agreement”) with BBG Beteiligungen GmbH (“BBG”), an affiliate of Enhanced’s financial advisor, in
connection with the transactions contemplated by the Business Combination Agreement, pursuant to which BBG agreed to participate in 33.33%
of the economics of the transactions contemplated by the Sponsor Equity Agreement, including the funding of the deposit amount of $5,500,000.

Additional Agreements Executed Before Signing

Simple Agreements for Future Equity

Immediately prior to execution
of the Business Combination Agreement, Enhanced entered into simple agreements for future equity (each, a “SAFE”) with certain
investors (each, a “SAFE investor”) pursuant to an equity private placement that contemplates that, upon consummation of
the Enhanced Business Combination, all outstanding SAFEs issued by Enhanced will automatically convert, immediately prior to the closing
of the Enhanced Business Combination, into Enhanced Group Class A common stock in accordance with their terms. The number of shares of
Enhanced Group Class A common stock to be issued upon conversion will be determined by dividing each SAFE investor’s purchase amount
by Enhanced’s pre-money valuation cap of $1.2 billion, multiplied by the fully diluted capitalization of Enhanced immediately prior
to the Enhanced Business Combination. As a result, the SAFE holders will collectively receive a number of shares of Enhanced Group Class
A common stock representing their pro rata ownership percentage in Enhanced Group on a fully diluted basis. Concurrently with such conversion,
Enhanced Group will also issue to the SAFE investors warrants equal to fifty percent (50%) of the number of shares of Enhanced Group
Class A common stock received upon conversion, each exercisable for one share of Class A common stock at a per-share price equal to the
conversion price determined under the SAFE. Such warrants will have a two-year exercise period. In addition, the SAFE documents provide
for a partial early release from a lock-up applicable to Enhanced securityholders upon completion of the Enhanced Business Combination,
as a result of which many SAFE investors are existing Enhanced shareholders, and therefore should not be seen as a third party validation
of the valuation of the Enhanced Business Combination.

6

Additional Agreement to be Executed at Closing

The Business Combination
Agreement provides that, upon consummation of the transactions, the parties will enter into the following additional agreement, among
others.

Registration Rights Agreement

At the closing, Enhanced
Group, certain Enhanced Stockholders, Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC, and the Sponsor
will enter into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights
Agreement, Enhanced Group will be required to register for resale securities held by the stockholders party thereto. Enhanced Group will
have no obligation to facilitate or participate in more than two underwritten offerings in any twelve-month period. In addition, the
holders have certain customary “piggyback” registration rights with respect to registrations initiated by Enhanced Group.
Enhanced Group will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration
Rights Agreement.

A copy of the form of Registration
Rights Agreement is filed as Exhibit C to the Business Combination Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K dated
November 26, 2025.

Redemption Rights for Public Shareholders 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, regardless of whether they abstain, vote
for, or vote against, our initial business combination, 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 (less taxes payable), divided by
the number of then outstanding public shares, subject to the limitations and on the conditions described herein.

The amount in the Trust Account
is initially anticipated to be $10.00 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. Our sponsor, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their
Founder Shares and any public shares they may hold in connection with the completion of our initial business combination.

Our proposed initial business
combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working
capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash
consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available
to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption
will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans,
advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements
or backstop arrangements we may enter into following consummation of the IPO, in order to, among other reasons, satisfy such net tangible
assets or minimum cash requirements.

Redemption of Public Shares and Liquidation if No Initial Business
Combination

Our amended and restated
memorandum and articles of association provide that we will have only 24 months from the closing of the IPO (the “completion window”)
to complete our initial business combination. If we have not completed our initial business combination within such time period, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter (and subject to lawfully available funds therefor), 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
(which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the
right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in each case to obligations under British Virgin Islands law. This redemption of public shareholders from the Trust Account shall
be effected as required by function of our memorandum and articles of association and prior to any voluntary winding up, although at
all times subject to the Companies Act.

7

Following the redemption
of public shares, we intend to enter “voluntary liquidation” which is the statutory process for formally closing and dissolving
a company under the laws of the British Virgin Islands. Given that we intend to enter voluntary liquidation following the redemption
of public shareholders from the Trust Account, we do not expect that the voluntary liquidation process will cause any delay to the payment
of redemption proceeds from our Trust Account. In connection with such a voluntary liquidation, the liquidator would give notice to creditors
inviting them to submit their claims for payment, by notifying known creditors (if any) who have not submitted claims and by placing
a public advertisement in at least one newspaper published in the British Virgin Islands newspaper and in at least one newspaper circulating
in the location where the company has its principal place of business, and taking any other steps he considers appropriate to identify
the company’s creditors, after which our remaining assets would be distributed. As soon as the affairs of the company are fully
wound-up, the liquidator must complete his statement of account and file notice with the Registrar that the liquidation is complete.
We would be dissolved once the Registrar issues a Certificate of Dissolution.

Our initial shareholder has
agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination
within the completion window, although they will be entitled to liquidating distributions from assets outside the Trust Account.

However, if our sponsor or
management team acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account
with respect to such public shares if we fail to complete our initial business combination within allotted completion window. There will
be no redemption rights or liquidating distributions with respect to our private placement units, which will expire worthless in the
event we do not consummate our initial business combination within the completion window. We will pay the costs of our liquidation from
our remaining assets outside of the Trust Account or interest earned on the funds held in the Trust Account. However, the liquidator
may determine that he or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty over
the validity or extent of the claims of any creditors). Also, a creditor or shareholder may file a petition with the British Virgin Islands
court which, if successful, may result in our liquidation being subject to the supervision of that court. Such events might delay distribution
of some or all of our remaining assets.

Additionally, in any liquidation
proceedings of the company under British Virgin Islands law, the funds held in our Trust Account may be included in our estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any such claims deplete the Trust Account
we may not be able to return to our public shareholders the liquidation amounts payable to them.

Our sponsor, officers, directors
have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum
and articles of association (A) 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 the completion
window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity, in each case unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of
any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares.

8

We expect that all costs
and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts
held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose.

If those funds are not sufficient
to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued
in the Trust Account not required to pay income taxes on interest income earned on the Trust Account balance, we may request the trustee
to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all
of the net proceeds of the IPO, and the sale of the private placement units, other than the proceeds deposited in the Trust Account,
and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders
upon our dissolution would be approximately $10.00 (whether or not the underwriter’s over-allotment option is exercised in full).
The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors, which would have higher priority
than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders
will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds
sufficient to pay or provide for all creditor’s claims.

Although we will seek to
have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public
shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be
prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement
waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably
available to us and will only enter into an agreement with a third party if management believes that such third party’s engagement
would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party
that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed
by management to be superior to those of other consultants that would agree to execute a waiver or in cases where management is unable
to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any
claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not
seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our sponsor agreed
that it will be liable to us, if and to the extent any claims by a third party for services rendered or products sold to us (except for
the Company’s independent registered public accounting firm), or a prospective target business with which we have entered into
a business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share
and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less
than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply
to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust
Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO
against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable
against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not asked
our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds
to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot
assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against
the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per
public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount
per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by
third parties including, without limitation, claims by vendors and prospective target businesses.

9

In the event that the proceeds
in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in
the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value
of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such
legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors
determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors, the actual value
of the per-share redemption price will not be less than $10.00 per share.

We will seek to reduce the
possibility that our sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right,
title, interest or claim of any kind in or to monies held in the Trust Account. Our sponsor will also not be liable as to any claims
under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the
event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who
received funds from our Trust Account could be liable for claims made by creditors.

If we are deemed insolvent
for the purposes of the Insolvency Act (i.e. (i) we fail to comply with the requirements of a statutory demand that has not been set
aside under section 157 of the Insolvency Act; execution or other process issued on a judgment, decree or order of a British Virgin Islands
Court in favor of a creditor of the company is returned wholly or partly unsatisfied; or (iii) either the value of the company’s
liabilities exceeds its assets, or the company is unable to pay its debts as they fall due), then there are very limited circumstances
where prior payments made to shareholders or other parties may be deemed to be a “voidable transaction” for the purposes
of the Insolvency Act. A voidable transaction would include, for these purposes, payments made as “unfair preferences” or
“transactions at an undervalue”. A liquidator appointed over an insolvent company who considers that a particular transaction
or payment is a voidable transaction under the Insolvency Act could apply to the British Virgin Islands Courts for an order setting aside
that payment or transaction in whole or in part.

Additionally, if we enter
insolvent liquidation under the Insolvency Act, the funds held in our Trust Account will likely be included in our estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the Trust
Account, we cannot assure you we will be able to return to our public shareholders the liquidation amounts due them.

Our public shareholders will
be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public shares if we do not complete
our initial business combination within the completion window, (ii) in connection with a shareholder vote to amend our amended and restated
memorandum and articles of association (A) 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
the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination,
subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed business
combination. In no other circumstances shall a shareholder have any right or interest of any kind to or in the Trust Account. In the
event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with
the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of
the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and
restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association,
may be amended with a shareholder vote.

10

Business Strategy

We will seek to capitalize
on the experience and networks of the members of our management team: Mr. Claudius Tsang, Mr. Ashley Bancroft, Mr. Nathan Pau and Ms.
Tracy Hui Yin Choi, as well as our advisor, Mr. Kester Ng, to identify, evaluate and acquire a target business. Our management team consists
of professionals who have significant experience in both public and private companies. Members of our management and our advisor also
have experience in sourcing and evaluating potential investment opportunities as well as deal negotiation, corporate finance, business
operation and management. We have developed a proprietary network of relationships with business leaders, investors and intermediaries
that we believe can generate deal flow for us. However, our management team and our advisor’s past performance is not an assurance
that we will be able to identify an appropriate candidate for our initial business combination or achieve success with respect to the
business combination we intend to consummate.

We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, officers, non-voting sponsor investors or
directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers
or directors. A target business affiliated with a non-voting sponsor investors would not be considered an affiliated entity. In the event
we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or
a committee of independent directors, would obtain an opinion from an independent accounting firm or independent investment banking firm
that commonly renders valuation opinions that our initial business combination is fair to our shareholders from a financial point of
view. We are not required to obtain such an opinion in any other context.

Acquisition Criteria

We have identified the following
general criteria and guidelines that we believe are important in evaluating prospective targets. We will use these criteria and guidelines
in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that
does not meet these criteria and guidelines. Qualities we look for in identifying target businesses include but are not limited to the
following:

Strong Management. Proven
management with a track record of executing and growing platforms who can credibly operate within public markets.

Advantages to being a public
company. Companies that would benefit from being part of the public capital markets. Such benefits could include greater, more
efficient access to equity or debt capital, a currency to better execute a consolidation or roll-up strategy and a public stock to better
attract and retain employees.

Competitive advantage.
Companies whose products and services are defensible and afford a differentiation solution to customers.

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. We may decide
to enter into our initial business combination with a target business that does not meet the above criteria and guidelines.

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 either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder
vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive
an ordinary resolution under British Virgin Islands law and our amended and restated memorandum and articles of association, which requires
the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where
proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval
of a proposed 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.

11

We have until July 31, 2027
(assuming no extensions) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business
combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may
seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must
consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered
an opportunity to redeem their shares, regardless of whether they abstain, vote for, or vote against, our initial business combination,
at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned
thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the
conditions described herein.

If we are unable to complete
our initial business combination within the completion window and do not hold a shareholder vote to amend our amended and restated memorandum
and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier
liquidation date as our board of directors may approve, from the closing of the IPO, we will redeem 100% of 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 thereon (less
taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding
public shares, subject to the limitations and on the conditions described herein. We expect the pro rata redemption price to be approximately
$10.00 per public share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account
any interest or other income earned on such funds. In certain circumstances, our public shareholders may receive less than $10.00 per
share on the redemption of their shares. However, we cannot assure you that we will in fact be able to distribute such amounts as a result
of claims of creditors, which may take priority over the claims of our public shareholders.

If we do not complete our
initial business combination within the completion window, while we do not currently intend to seek shareholder approval to amend our
amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business
combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek. If we determine not
to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend
the completion window, our sponsor’s investment in our founder shares, private placement shares and our private placement rights
will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account. We may repay any
loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to finance transaction
costs in connection with an intended initial business combination; up to $1,500,000 of such loans may be convertible into private placement
units at a price of $10.00 per unit at the option of the lender. We will also reimburse our sponsor, directors, advisors or officers,
or our or any of their respective affiliates for any out-of-pocket expenses related to identifying, investigating and completing an initial
business combination.

Nasdaq rules require that
we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held
in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account).
Our board of directors will make the determination as to the fair market value of our initial business combination. We are not prohibited
from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, non-voting sponsor investors
or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers
or directors. A target business affiliated with a non-voting sponsor investors would not be considered an affiliated entity. In the event
we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or
a committee of independent directors, would obtain an opinion from an independent accounting firm or independent investment banking firm
that commonly renders valuation opinions that our initial business combination is fair to our shareholders from a financial point of
view. We are not required to obtain such an opinion in any other context. If no opinion is obtained, you may have no assurance from an
independent source that the price we are paying for the business is fair to our shareholders from a financial point of view and our shareholders
will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used
to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one
another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related
to our initial business combination. While we consider it likely that our board of directors will be able to make an independent determination
of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the
business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.
Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

12

We anticipate structuring
our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire
100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to
meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination
if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior
to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed
to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of
new shares in exchange for all of the outstanding capital stock, shares or other equity interests 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 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 taken
into account for purposes of the 80% of net assets test described above. If the 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 the 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.

Potential Legal and Operational Risks Associated with Acquiring
a Company that does Business in China

Although we currently do
not have any subsidiary in the People’s Republic of China, Macau and/or Hong Kong (collectively, the “PRC” or “China”)
or China operations, certain of our executive officers and directors are located in, or have significant ties to, China, and we could
potentially acquire a company based in China in an initial business combination. Although we have entered into a merger agreement with
Enhanced, a Cayman Islands company that does not have any operations in China, and are currently in the process of finalizing the business
combination, it is important to note that we may pursue any potential target businesses in foreign jurisdictions, including entities
based in China, if the merger with Enhanced is terminated. If we decide to consummate our initial business combination with a target
business based in and primarily operating in China, the combined company’s business operations in China through its subsidiaries,
as applicable, are subject to relevant requirements to obtain applicable licenses from PRC governmental authorities under relevant PRC
laws and regulations. If our target company is a PRC company, the combined company may face various legal and operational risks and uncertainties
after the business combination, including, without limitation, regulatory review of overseas listing of PRC companies, restrictions on
foreign ownership in certain industries, regulatory changes in the variable interest entity (the “VIE”) structure, including
the validity and enforcement of the agreements in connection with such a VIE structure, if our target company is required to use such
VIE structure. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard, or if our
PRC target company fails to comply with their rules and regulations. Further, if the PRC target company uses a VIE structure, we will
be subject to certain legal and operational risks associated with VIE’s operations in the PRC. Specifically, if the Chinese regulatory
authorities disallow the VIE structure in the future, it will likely result in a material change in our financial performance and our
results of operations and/or the value of our securities post business combination with a PRC target, which could cause the value of
our securities to significantly decline or become worthless.

13

PRC laws and regulations
are sometimes vague and uncertain, and therefore, these risks may result in a material change in our operations or the combined company’s
principal operations in China, significant depreciation of the value of our or the combined company’s securities, or a complete
hindrance of our or the combined company’s ability to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. The PRC government has significant authority to exert influence on the ability of a China-based company to conduct
its business, make or accept foreign investments or list on a U.S. stock exchange. The PRC government has published policies that significantly
affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the
future release regulations or policies regarding any industry that could adversely affect us or our potential business combination with
a PRC operating business and the business, financial condition, and results of operations of the combined company. Further, due to (i)
the risks associated with acquiring and operating a business in the PRC and (ii) the fact that certain of our executive officers and
directors are located in or have significant ties to China, it may make a us a less attractive partner to certain potential target businesses,
including non-China-based target companies and may also make it more difficult for us to consummate a business combination with a China-based
target business.

The PRC government also initiated
a series of regulatory actions and statements to regulate business operations in China, including adopting measures to extend the scope
of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, according to the New Measures for Cybersecurity
Review (the “New Measures”) effective on February 15, 2022, network platform operators with personal information of more
than one million users must apply for cybersecurity review to the Cyber Security Review Office when they go public abroad, and accordingly
these companies may not be willing to list on a U.S. stock exchange or enter into a definitive business combination agreement with us.
We face risks associated with regulatory approvals of the proposed business combination between us and the target, offshore offerings,
anti-monopoly regulatory actions, and cybersecurity and data privacy. The PRC government may also intervene with or influence our or
the combined company’s operations as the government deems appropriate to further regulatory, political and societal goals. Any
such action, once taken by the PRC government, could result in a material change in our operations, including our search for a target
business, and make it more difficult and costly for us to consummate a business combination with a target business operating in China,
result in material changes in the combined company’s post-combination operations and cause the value of our securities or those
of the combined company’s securities to significantly decline, or in extreme cases, become worthless or completely hinder our ability
or the ability of the combined company to offer or continue to offer securities to investors.

If we consummate our initial
business combination with a PRC target company, we may operate in the PRC primarily through our PRC subsidiaries. We may also adopt a
series of contractual arrangements with the VIEs in the PRC, in which case (i) the VIEs will be PRC-based operations companies and our
PRC subsidiaries will be shell companies and (ii) investors in our securities will not and may never directly own equity interest in
the VIEs but will instead hold equity interest in a holding company of our PRC subsidiaries. Under the VIE arrangement, the dividends
or other distributions to be paid by our PRC subsidiaries to their overseas holding company will depend on such PRC subsidiaries’
entitlement to substantially all of the economic benefits of the VIEs, which are typically in the form of services fees or license fees
payable by the VIEs to our PRC subsidiaries under various VIE agreements. Such contractual arrangements may not be as effective as direct
ownership in respect of our relationship with the VIE and we may be adversely affected if we experience difficulties in settling the
amounts owed to our PRC subsidiaries by the VIEs. All of these contractual arrangements may be governed by and interpreted in accordance
with PRC law, and disputes arising from these contractual arrangements may be resolved in court or through arbitration in China. However,
the legal environment in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties
in the PRC legal system could limit our ability to enforce the contractual arrangements. There are very few precedents and little official
guidance as to how contractual arrangements should be interpreted or enforced under PRC law. The contractual arrangements have not been
tested in a court of law in the PRC and there remain significant uncertainties regarding the ultimate outcome of arbitration or court
decisions should legal action become necessary.

Currently, we are a single
entity and do not make any internal cash transfers. However, if our organizational structure expands, or if we acquire a PRC target company
which does not require a VIE structure, we may transfer funds to the PRC target company through an increase in the registered capital
of or a shareholder loan to the PRC target company. The PRC target company may in turn make distributions or pay dividends to us. If
we acquire a PRC target company which requires a VIE structure, the post-combination entity may rely on payments made from the VIE to
a wholly foreign-owned enterprise (the “WFOE”) and subsequently the WFOE distributes funds to the post-combination entity
as dividends, and cash to the PRC target company could be transferred through our organization in the manner as follows: (i) the holding
company may transfer funds to WFOE, via additional capital contributions or shareholder loans, as the case may be; and (ii) the WFOE
may provide loans to the PRC target company, subject to statutory limits and restrictions.

14

If our organizational structure
expands, or if we acquire a company based in China, to the extent that we or the combined company in the future seeks to fund the business
through distributions, dividends or transfers of funds among and between the holding company and subsidiaries, any such transfer of funds
within and among the subsidiaries will be subject to PRC regulations. Specifically, investment in Chinese companies is governed by the
PRC Foreign Investment Law, the dividends and distributions from a PRC subsidiary are subject to regulations and restrictions on dividends
and payments to parties outside of China, and any transfer of funds among the PRC subsidiaries is subject to regulations on private lending
and must be permitted thereunder. Additionally, the PRC government may impose controls on the conversion of Renminbi into foreign currencies
and the remittance of currencies out of the PRC. In order for the combined company to pay dividends to its stockholders, the combined
company will rely on payments made from the PRC subsidiaries of the combined company and the distribution of such payments to the combined
company as dividends from the PRC subsidiaries of the combined company. If we are to acquire a China-based operating company, the dividends
and distributions from a PRC subsidiary will be subject to regulations and restrictions on dividends and payments to parties outside
of China and the combined company may experience difficulties in completing the administrative procedures necessary to obtain and remit
foreign currency for the payment of dividends from its subsidiaries, if any.

Regardless of whether we
have a VIE structure or direct ownership structure post-business combination, we may depend on dividends and other distributions on equity
paid by our PRC subsidiaries for our cash and financing requirements. As at the date of this annual report, we have not made any dividends
or distributions to our shareholders or any U.S. investors and we have not made any cash transfers as we are a blank check company with
no subsidiary. To date, there have not been any capital contribution or shareholder loans by us to any PRC entities and we have not received,
declared or made any dividends or distributions.

Pursuant to the Holding Foreign
Companies Accountable Act (the “HFCAA”), the United States Public Company Accounting Oversight Board (the “PCAOB”)
issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered
public accounting firms headquartered in (1) mainland China of the PRC because of a position taken by one or more authorities in mainland
China and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities
in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these
determinations. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate
registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the
contrary. However, uncertainties exist with respect to the implementation of this framework and there is no assurance that the PCAOB
will be able to execute, in a timely manner, its future inspections and investigations in a manner that satisfies the Protocol. Should
PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to
issue a new determination.

In the event that we decide
to consummate our initial business combination with a target business based in or primarily operating in China, if there is any regulatory
change which prohibits the independent accountants from providing audit documentations located in mainland China or Hong Kong to the
PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the target company or the combined
company is subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection which could result
in limitation or restriction to our access to the U.S capital markets and the trading of our securities on a national securities exchange
or in the over-the-counter trading market in the U.S. may be prohibited, and our securities may be delisted by such exchange under the
HFCAA. On December 29, 2022, the President signed the Consolidated Appropriations Act, 2023, which, among other things, amended the HFCAA
to reduce the number of consecutive years an issuer can be identified as a Commission-Identified Issuer before the Commission must impose
an initial trading prohibition on the issuer’s securities from three years to two years. Therefore, once an issuer is identified
as a Commission-Identified Issuer for two consecutive years, the SEC is required under the HCFAA to prohibit the trading of the issuer’s
securities on a national securities exchange and in the over-the-counter market. If the combined company’s auditor cannot be inspected
by the PCAOB for two consecutive years, the trading of the securities on any U.S. national securities exchanges, as well as any over-the-counter
trading in the U.S., will be prohibited and the combined company’s securities may be delisted by such exchange. Therefore, there
is no assurance that the SOP could give relief to China-based companies against the delisting risk from the application of the HFCAA
or the AHFCAA.

15

Our independent accountant,
WWC, P.C. (“WWC”), is a United States accounting firm based in California and registered with the PCAOB and is subject to
regular inspection by the PCAOB. WWC is not headquartered in mainland China or Hong Kong and was not identified in the Determination
Report as a firm subject to the PCAOB’s determinations. As a special purpose acquisition company, our current business activities
only involve searching for targets and consummation of a business combination.

Furthermore, there may be
difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us based on foreign
laws. Certain of our current executive officers and directors are located in, or have significant ties to, China. Also, if we decide
to consummate our initial business combination with a target business based in and primarily operating in China, it is possible that
substantially all or a significant portion of combined company’s assets may be located outside of the United States and some of
the combined company’s officers and directors may reside outside of the United States. As a result, it may be difficult to effect
service of process upon these officers and directors who reside outside of the United States. Even with effective service of process,
it may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S.
federal securities laws against the officers and directors. In addition, there is uncertainty as to whether the courts of the PRC would
recognize or enforce judgments of U.S. courts against the officers and directors predicated upon the civil liability provisions of the
securities laws of the United States or any state. The recognition and enforcement of foreign judgments are provided for under the PRC
Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures
Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions.
China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition
and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign
judgment by us against the officers or directors or the future combined company if they decide that the judgment violates the basic principles
of PRC laws or national sovereignty, security, or the public interest. As a result, it is uncertain whether and on what basis a PRC court
would enforce a judgment rendered by a court in the United States.

No PRC legal counsel had
been retained and consequently the company did not rely on the advice of PRC counsel. The above discussion is based on our management’s
understanding of the current PRC laws, rules, regulations and local market practices and we cannot assure you that our management’s
understanding is correct. Furthermore, there would be added costs and issues with bringing an original action in foreign courts against
the combined company or the officers and directors to enforce liabilities based upon the U.S. Federal securities laws, and they still
may be fruitless. Uncertainties still exist as to how the rules and regulations could be interpreted or implemented in the future, and
the opinions stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations.

Potential Approvals from the PRC Governmental Authorities for a
Business Combination

We are not limited to a particular
industry or geographic region for purposes of consummating an initial business combination. Though we currently do not have any PRC subsidiary
or China operations, we may consummate our initial business combination with a target with principal operations in China and be subject
to certain legal and operational risks associated with its operations in the PRC. Although we have entered into a merger agreement with
Enhanced, a Cayman Islands company that does not have any operations in China, and are currently in the process of finalizing the business
combination, it is important to note that we may pursue any potential target businesses in foreign jurisdictions, including entities
based in China, if the merger with Enhanced is terminated.

The Regulations on Mergers
and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies
in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities
in a PRC company to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities
on an overseas stock exchange. The scope of the M&A Rules covers two types of transactions: (a) equity deals where the acquisition
by a foreign investor, i.e., the offshore special purpose vehicle, of equity in a “PRC domestic company,” and (b) asset deals
where the acquisition by an offshore special purpose vehicle of the assets of a “PRC domestic company.” However, substantial
uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles and the above analysis
are subject to any new laws, rules and regulations or detailed implementation and interpretations in any form relating to the M&A
Rules.

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On July 6, 2021, the General
Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions
on Strictly Cracking Down on Illegal Securities Activities According to Law (the “Opinions”), which call for strengthened
regulation over illegal securities activities and supervision on overseas listings by China-based companies and propose to take effective
measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents faced by China-based
overseas-listed companies. The Opinions also provide that the State Council will revise provisions regarding the overseas issuance and
listing of shares by companies limited by shares and will clarify the duties of domestic regulatory authorities.

On February 17, 2023, the
CSRC promulgated the Trial Measures, which took effect on March 31, 2023. The Trial Measures supersede the prior M&A Rules and clarified
and emphasized several aspects related to securities offerings, which include but are not limited to: (1) comprehensive determination
of the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance
over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following
criteria are met at the same time: (a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets
as documented in its audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies,
and (b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are
located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled
in mainland China; (2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but
not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, (b) are not
required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and
(c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers
are required to carry out certain filing procedures if they conduct refinancing or are involved in other circumstances that require filing
with the CSRC; (3) a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or
offering overseas has been recognized by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates
have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major
disputes regarding equity ownership; (4) issuers’ compliance with web security, data security, and other national security laws
and regulations; (5) issuers’ filing and reporting obligations, such as the obligation to file with the CSRC after it submits an
application for initial public offering to overseas regulators, and the obligation after offering or listing overseas to report to the
CSRC material events including a change of control or voluntary or forced delisting of the issuer; and (6) the CSRC’s authority
to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including failure
to comply with filing obligations or committing fraud and misrepresentation.

On December 27, 2021, the
National Development and Reform Commission (the “NDRC”) and the Ministry of Commerce (the “MOFCOM”) promulgated
Special Administrative Measures (Negative List) for the Access of Foreign Investment (2021 Version), effective as of January 1, 2022
(the “Negative List”). Compared to the previous version, there are no specific industries added to the list but, for the
first time, it declares China’s jurisdiction over (and detailed regulatory requirements on) overseas listings made by Chinese businesses
in the so-called “Prohibited Industries.” According to Article 6 of the Negative List, domestic enterprises engaging in businesses
in which foreign investment is prohibited shall obtain approval from the relevant authorities before offering and listing their shares
on an overseas stock exchange. In addition, certain foreign investors shall not be involved in the operation or management of the relevant
enterprise, and shareholding percentage restrictions under relevant domestic securities investment management regulations shall apply
to such foreign investors. The intended scope of such jurisdiction was further clarified by NDRC officials on a press conference held
on January 18, 2022.

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Furthermore, pursuant to
the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016
and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure
operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases
internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the Cyberspace
Administration of China (“CAC”). In April 2020, the CAC and certain other PRC regulatory authorities promulgated the Measures
for Cybersecurity Review, which requires that operators of critical information infrastructure must pass a cybersecurity review when
purchasing network products and services which do or may affect national security. On January 4, 2022, the CAC, in conjunction with 12
other government departments issued the New Measures. The New Measures amends the Measures for Cybersecurity Review (Draft Revision for
Comments) (the “Draft Measures”) released on July 10, 2021 and came into effect on February 15, 2022. The New Measures include
data processing activities of network platform operators that affect or may affect national security into cybersecurity review and clarify
that network platform operators with personal information of more than one million users must apply for cybersecurity review to the Cybersecurity
Review Office when they go public abroad. The PRC Data Security Law, which took effect on September 1, 2021, imposes data security and
privacy obligations on entities and individuals that carry out data activities, provides for a national security review procedure for
data activities that may affect national security and imposes export restrictions on certain data and information. On August 20, 2021,
the Standing Committee of the People’s Congress promulgated the PRC Personal Information Protection Law (the “PIPL”),
which is to take effect on November 1, 2021. The PIPL sets out the regulatory framework for the handling and protection of personal information
and the transmission of personal information overseas. If our potential future target business in China involves collecting and retaining
internal or customer data, it is our management’s understanding that such target business might be subject to the relevant cybersecurity
laws and regulations, including the PRC Cybersecurity Law and the PIPL as discussed above, and that such target business needs to go
through the cybersecurity review process before effecting a business combination if it is deemed as a critical information infrastructure
operator purchasing internet products and services that affects or may affect national security, a network platform operator that affect
or may affect national security, or a network platform operator with personal information of more than one million users, we could be
subject to PRC cybersecurity review.

No PRC legal counsel has
been retained by the Company. The above discussion is based on our management’s understanding of the current PRC laws, rules, regulations
and local market practices and we cannot assure you that our management’s understanding is correct. Uncertainties still exist as
to how rules and regulations could be interpreted or implemented in the future, and the opinions stated above is subject to any new laws,
rules and regulations or detailed implementations and interpretations.

Transfer of Cash to and from Our Post-Combination
Organization If We Acquire a Company Based in China (Post-Business Combination)

We are a blank check company
with no subsidiaries and no operations of our own except searching for a suitable target to consummate an initial business combination.
As of the date of this annual report, no transfers, dividends, or distribution have been made by us.

If we decide to consummate
our initial business combination with a target business based in and primarily operating in China, the combined company whose securities
will be listed on a U.S. stock exchange may make capital contributions or extend loans to its PRC subsidiaries through intermediate holding
companies subject to compliance with relevant PRC foreign exchange control regulations. After the business combination, the combined
company’s ability to pay dividends, if any, to the stockholders and to service any debt it may incur will depend upon dividends
paid by its PRC subsidiaries. Under PRC laws and regulations, PRC companies are subject to certain restrictions with respect to paying
dividends or otherwise transferring any of their net assets to offshore entities. In particular, under the current PRC laws and regulations,
dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined under Chinese accounting
standards and regulations, less any recovery of accumulated losses and appropriations to statutory and other reserves required to be
made. A PRC company is required to set aside at least 10% of its after-tax profits each year to fund certain statutory reserve funds
(up to an aggregate amount equal to half of its registered capital). As a result, the combined company’s PRC subsidiaries may not
have sufficient distributable profits to pay dividends to the combined company. Furthermore, if certain procedural requirements are satisfied,
the payment in foreign currencies on current account items, including profit distributions and trade and service related foreign exchange
transactions, can be made without prior approval from State Administration of Foreign Exchange (the “SAFE”) or its local
branches. However, where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses, such as
the repayment of loans denominated in foreign currencies, approval from or registration with competent government authorities or its
authorized banks is required.

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The PRC government may take
measures at its discretion from time to time to restrict access to foreign currencies for current account or capital account transactions.
We may be subject to restrictions on currency exchange if the foreign exchange control regulations limit or prevent the PRC subsidiaries
of the combined company to utilize cash generated in Renminbi (“RMB”) from obtaining sufficient foreign currencies to satisfy
their foreign currency demands, the PRC subsidiaries of the combined company may not be able to fund their business activities outside
of the PRC or to pay dividends or repay loans in foreign currencies to our shareholder, including holders of our securities, or their
offshore intermediary holding companies and ultimately to the combined company and may limit our ability to obtain foreign currency through
debt or equity financing. Should we choose to acquire a company in China, exchange controls that exist in the PRC may restrict or prevent
us from using the proceeds of the IPO to acquire a target company in PRC and limit our ability to utilize our cash flow effectively following
our initial business combination. If we were to acquire a PRC company, the PRC regulation on loans to, and direct investment in, our
PRC subsidiary by offshore holding companies and governmental control in currency conversion may restrict our ability to make loans to
or capital contributions to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and
expand our business. We cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict
the remittance of Renminbi into or out of the PRC. We cannot assure you, in light of the restrictions in place, or any amendment to be
made from time to time, that the PRC subsidiaries of the combined company will be able to satisfy their respective payment obligations
that are denominated in foreign currencies, including the distribution of earnings from our businesses, including subsidiaries, to the
parent company and U.S. investors as well as the ability to settle amounts owed under contractual agreements.

Furthermore, the transfer
of funds among the PRC subsidiaries are subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the
Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”), which
was issued by the Supreme People’s Court of the People’s Republic of China on August 25, 2015 and amended on August 19, 2020
and December 29, 2020, respectively, to regulate the financing activities between natural persons, legal persons and unincorporated organizations.
The Provisions on Private Lending Cases do not apply to the disputes arising from relevant financial services such as loan disbursement
by financial institutions and their branches established upon approval by the financial regulatory authorities to engage in lending business.
The Provisions on Private Lending Cases set forth that private lending contracts will be deemed invalid under the circumstance that (i)
the lender swindles loans from financial institutions for relending; (ii) the lender relends the funds obtained by means of a loan from
another profit-making legal person, raising funds from its employees, or illegally taking deposits from the public; (iii) the lender
who has not obtained the lending qualification according to the law lends money to any unspecified object of the society for the purpose
of making profits; (iv) the lender lends funds to a borrower when the lender knows or should have known that the borrower intended to
use the borrowed funds for illegal or criminal purposes; (v) the lending is violations of public orders or good morals; or (vi) the lending
violates mandatory provisions of laws or administrative regulations. The Provisions on Private Lending Cases set forth that the People’s
Court shall support the interest rates not exceeding four times of the market interest rate quoted for one-year loan at the time the
private lending contracts were entered into.

There is no PRC legal counsel
retained by the Company and consequently the Company did not rely on the advice of counsel. The above discussion is based on our management’s
understanding of the current PRC laws, rules, regulations and local market practices and we cannot assure you that our management’s
understanding is correct. If we begin our business combination process with a China-based target, we expect to retain a PRC legal counsel
who will advise us and provide its opinion of counsel relating to the enforceability of civil liabilities and we cannot assure you that
the PRC legal counsel will reach the same conclusion as our management’s assessment above.

Enforceability of Civil Liabilities

We are incorporated under
the laws of the British Virgin Islands a business company with limited liability. The British Virgin Islands has a less developed body
of securities laws than the United States and provides less protection for investors. In addition, British Virgin Islands companies may
not have standing to sue before the federal courts of the United States.

Certain of our directors
and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets
are located outside the United States. Claudius Tsang, our Chief Executive Officer, Chief Financial Officer and Chairman, is resident
in Hong Kong. Also, if we decide to consummate our initial business combination with a target business based and primarily operating
outside of the United States, it is possible that substantially all or a significant portion of combined company’s assets may be
located outside of the United States and some of the combined company’s officers and directors may reside outside of the United
States. As a result, it may be difficult to effect service of process upon these officers and directors who reside outside of the United
States. Even with the proposed service of process, it may also be difficult to enforce judgments obtained in United States courts based
on the civil liability provisions of the U.S. federal securities laws against the officers and directors. As a result, it may be difficult,
or in some cases not possible, for investors 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 or any state in the United States.

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Furthermore, 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.

Furthermore, there would be added costs and issues
with bringing an original action in foreign courts against the combined company or the officers and directors to enforce liabilities
based upon the U.S. Federal securities laws, and they still may be fruitless.

U.S. Foreign Investment Regulations

Mr. Claudius Tsang, our Chief
Executive Officer, Chief Financial 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. Mr. Tsang is not a U.S. person, and as of the date hereof,
the Sponsor owns approximately 28.1% 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

We currently maintain our
executive offices at The Sun’s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong. We consider our current office
space adequate for our current operations.

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Competition

In identifying, evaluating
and selecting a target business for our initial business combination, we may encounter competition from other entities having a business
objective similar to ours, including other special purpose acquisition companies, private equity groups and 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 business combinations directly or through affiliates. Moreover, many of these competitors possess similar or
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 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 our outstanding private placement units, 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.

The following also may not be viewed favorably
by certain target businesses:

● our
obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders
in connection with such business combination may delay or prevent the completion of a transaction;

● Nasdaq
may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities
following a business combination;

● our
outstanding Rights and unit purchase options and the potential future dilution they represent;

● our
obligation to register the resale of the Founder Shares, as well as the private units (and underlying securities) and any securities
issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans (if any); and

● the
impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments
involving us prior to the consummation of a business combination.

Any of these factors may
place us at a competitive disadvantage in successfully negotiating a business combination. If we succeed in effecting a business combination,
there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent
to a business combination, we will have the resources or ability to compete effectively.

Conflicts of Interest

Each of our officers and
directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to
one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entities. Accordingly, subject to his or her fiduciary duties under British Virgin Islands law, if any of our officers or directors
becomes aware of an acquisition opportunity which may be suitable for an entity to which he or she has then-current fiduciary or contractual
obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to
such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association
provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall
have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or
similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity
to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one
hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any
other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability
to complete our initial business combination.

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Emerging Growth Company Status and Other Information

We are an emerging growth
company as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (which we refer to herein as 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 of 2002,
or 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 stockholder 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.

Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition
period which means that when a standard is issued or revised, and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.

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 date 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 shares of common stock that are held by non-affiliates exceeds $700 million as of the prior June
30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three year period.

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 exceeds
$250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed
fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s
second fiscal quarter.

Employees

We currently have one officer.
This individual is 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 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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