OTC: IGTA

On March 27, 2025, the parties
to the Business Combination Agreement entered into an Amendment No. 3 to the Business Combination Agreement (the “Amendment No.
3”). The Amendment No. 3 serves to amend the Business Combination Agreement to extend the Outside Closing Date (as defined in the
Business Combination Agreement) to May 31, 2025. The Amendment No. 3 further amends the Business Combination Agreement that the Company
may terminate the Business Combination Agreement by giving notice to IGTA if the common stock of IGTA has become delisted from Nasdaq
and either the Parent Common Stock is, or the Purchaser Ordinary Shares are, not relisted on Nasdaq or the New York Stock Exchange on
or prior to the Outside Closing Date. The Amendment No. 3 further provides for IGTA’s consent to and related waivers regarding certain
transfers and issuances of Company ordinary shares as required by Section 7.1 of the Business Combination Agreement.

On May 6, 2025, the parties
to the Business Combination Agreement entered into an Amendment No. 4 to the Business Combination Agreement (the “Amendment No.
4”), which serves to amend the Business Combination Agreement to extend the Outside Closing Date to July 31, 2025. The Amendment
No. 4 further provides for IGTA’s consent to and related waivers regarding certain transfers and issuances of Company ordinary shares
as required by Section 7.1 of the Business Combination Agreement.

On July 31, 2025, the parties
to the Business Combination Agreement entered into an Amendment No. 5 to the Business Combination Agreement (the “Amendment No.
5”), which serves to amend the Business Combination Agreement to extend the Outside Closing Date to October 14, 2025. The Amendment
No. 5 further amends the Earnout Period do as to begin on October 1, 2025 and conclude at the end of the third fiscal quarter thereafter
(i.e., June 30, 2026).

1

On August 7, 2025, the parties
to the Business Combination Agreement entered into Amendment No. 6 to the Business Combination Agreement (the “Amendment No. 6”),
which serves to amend the Business Combination Agreement to amend the Earnout Period so as to begin on April 1, 2026 and conclude at the
end of the third fiscal quarter thereafter (i.e., December 31, 2026).

Initial Public Offering

On December 13, 2021,
we consummated our initial public offering (“IPO”) of 9,000,000 units (the “Units”), each Unit consisting of
one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), one-half of one redeemable
warrant (the “Public Warrant”), each whole Warrant entitling the holder thereof to purchase one share of common stock
for $11.50 per share, and one right (the “Right”) to receive one-tenth (1/10) of a share of common stock upon
consummation of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating aggregate gross
proceeds to the Company of $90,000,000. On December 9, 2021, the underwriters of the IPO fully exercised their over-allotment
option, and the closing and sale of an additional 1,350,000 Units (the “Over-Allotment Units”) occurred on December 13,
2021. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per Unit resulted in total gross proceeds of
$13,500,000.

Simultaneously with the closing
of the IPO and the sale of the over-allotment units on December 13, 2021, the Company consummated the private placement (“Private
Placement”) with the Sponsor of 4,721,250 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant,
generating total proceeds of $4,721,250. These Private Warrants were issued pursuant to an exemption from registration under the Securities
Act of 1933, as amended pursuant to Section 4(2) of the securities Act.

The Private Warrants are
identical to the Public Warrants except that the Private Warrants will be non-redeemable and the shares of common stock issuable upon
exercise thereof are entitled to registration rights pursuant to the Registration Rights Agreement, in each case so long as they continue
to be held by the Sponsor or their permitted transferees. Additionally, our Sponsor has agreed not to transfer, assign, or sell any of
the Private Warrants or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days
after the Company completes its initial business combination.

As of December 13, 2021,
a total of $104,535,351 of the net proceeds from the IPO (including the over-allotment) and the Private Placement were deposited in a
Trust Account established for the benefit of the Company’s public stockholders. The proceeds held in the Trust Account may be invested
by the trustee only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in
U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. On January 21, 2022,
our shares of common stock, warrants and rights underlying the Public Units sold in our IPO began to trade separately on a voluntary basis.

Since our IPO, our sole business
activity has been identifying and evaluating suitable acquisition transaction candidates. The outbreak of the COVID-19 coronavirus has
resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide, and potential target
companies may defer or end discussions for a potential business combination with us whether or not COVID-19 affects their business operations.
The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain
and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19
or treat its impact, among others. We may be unable to complete a business combination if continued concerns relating to COVID-19 restrict
travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers
are unavailable to negotiate and consummate a transaction in a timely manner.

2

Moreover, United States and
global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine
conflict and the recent escalation of conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraine conflict,
the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States,
the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus
and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank
Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue
to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest
Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of conflict in
the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United
States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns
that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly
unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets,
as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could
adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine, the escalation of conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, may
lead to increased volume and price volatility for publicly traded securities or could adversely affect our search for an initial business
combination by adversely affecting the operations or financial condition of potential target companies, any of which could make it more
difficult for us to consummate an initial business combination on acceptable commercial terms, or at all. The extent and duration of the
ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly
if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations
on a global scale. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate
an initial business combination may be materially adversely affected.

As disclosed in our prospectus
in relation to the IPO, we originally had 15 months after the consummation of the IPO to consummate an initial business combination and
may extend such period to a total of 21 months after the consummation of the IPO by depositing certain sum into its Trust Account. As
approved by our stockholders at the annual meeting of Stockholders held on March 13, 2023, we entered into an amendment to the investment
management trust agreement, dated December 8, 2021 (the “Trust Agreement”), on March 13, 2023 with Continental Stock Transfer&
Trust Company, giving us the right to extend the time to complete a business combination for a period of six months from March 13, 2023
to September 13, 2023 without having to make any payment to the Trust Account. Subsequently on September 8, 2023 at a special meeting
of stockholders, our stockholders approved an amendment of our certificate of incorporation and a further amendment to the Trust Agreement,
such that we have the right to extend the date by which we have to consummate a business combination by nine times for an additional one
(1) month each time from September 13, 2023 to June 13, 2024 by depositing into the Trust Account the lesser of (i) $100,000 and (ii)
an aggregate amount equal to $0.04 multiplied by the number of Public Share that has not been redeemed for each one-month extension. On
each of September 8, 2023, October 5, 2023, November 1, 2023, November 29, 2023, January 4, 2024, February 5, 2024, February 27, 2024,
April 3, 2024 and May 6, 2024, we deposited $100,000 into our Trust Account in order to extend the amount of time we have available to
complete a business combination.

Subsequently on June 4, 2024
at the annual meeting of stockholders, Inception Growth’s stockholders approved an amendment of Inception Growth’s certificate
of incorporation and a further amendment to the Trust Agreement, such that Inception Growth has the right to extend the date by which
it has to consummate a business combination by six times for an additional one (1) month each time from June 13, 2024 to December 13,
2024 by depositing into the Trust Account the lesser of (i) $50,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number
of Public Share that has not been redeemed for each one-month extension. On each of June 6, 2024, July 8, 2024, August 1, 2024, September
5, 2024, October 2, 2024 and November 12, 2024, Inception Growth deposited $50,000 into Inception Growth’s Trust Account in order
to extend the amount of time it has available to complete a business combination.

3

On December 6, 2024, at a
special meeting of stockholders, Inception Growth’s stockholders approved an amendment of Inception Growth’s certificate of
incorporation and a further amendment to the Trust Agreement, which would give Inception Growth the right to extend the date by which
it has to consummate a business combination by six times for an additional one (1) month each time from December 13, 2024 to June 13,
2025 by depositing into the Trust Account an aggregate amount that equals to $0.04 multiplied by the number of Public Shares that have
not been redeemed for each one-month extension. On each of December 12, 2024, January 9, 2025, February 12, 2025 and March 12, 2025, Inception
Growth deposited a monthly deposit of $11,199 into Inception Growth’s Trust Account in order to extend the amount of time it has
available to complete a business combination by one month. Currently, we have until April 13, 2025 (which may be extended by similar monthly
deposits until June 13, 2025) to complete a business combination.

On each of December 12, 2024,
January 9, 2025, February 12, 2025, March 12, 2025, April 10, 2025 and May 12, 2025, the Company deposited a monthly deposit of $11,199
into the Trust Account in order to extend the amount of time it has available to complete a business combination.

On June 5, 2025, the Company
held its annual meeting, which was devoted to, among other proposals, proposals to extend the date by which the Company has to consummate
a business combination by four times for an additional one month each time from June 13, 2025 to October 13, 2025 by depositing into the
trust account an aggregate amount equal to $0.075 multiplied by the number of common stock issued in the Company’s IPO that has
not been redeemed for each one-month extension.

On each of June 10, 2025,
July 7, 2025, August 11, 2025 and September 10, 2025, the Company deposited $13,249.65 into the Trust Account in order to extend the amount
of time it has available to complete a business combination to October 13, 2025.

On October 9, 2025, at a
special meeting of stockholders (the “2025 Special Meeting”), the Company’s stockholders approved an amendment of the
Company’s certificate of incorporation and a further amendment to the Trust Agreement, which would give the Company the right to
extend the date by which it has to consummate a business combination by four times for an additional one (1) month each time from October
13, 2025 to February 13, 2026 by depositing into the Trust Account an aggregate amount that equals to $0.075 multiplied by the number
of Public Shares that have not been redeemed for each one-month extension.

On each of October 9, 2025,
November 10, 2025, December 9, 2025 and January 12, 2026, the Company deposited $13,242.15 into the Trust Account in order to extend the
amount of time it has available to complete a business combination to February 13, 2026.

On January 20, 2026, at a
special meeting of stockholders (the “2026 Special Meeting”), the Company’s stockholders approved an amendment of the
Company’s certificate of incorporation and a further amendment to the Trust Agreement, which would give the Company the right to
extend the date by which it has to consummate a business combination by six times for an additional one (1) month each time from February
13, 2026 to August 13, 2026 by depositing into the Trust Account an aggregate amount that equals to $0.075 multiplied by the number of
Public Shares that have not been redeemed for each one-month extension.

On each of February 12, 2026, March 13, 2026 and April 13, 2026, the
Company deposited $12,203 into the Trust Account in order to extend the amount of time it has available to complete a business combination
to May 13, 2026. Currently, the Company has until May 13, 2026 to complete a business combination.

4

We received a notice, dated
December 10, 2024 (the “Nasdaq Notice”) from Nasdaq, stating that Inception Growth did not comply with Nasdaq Interpretive
Material IM-5101-2, according to which a special purpose acquisition company must complete one or more business combinations within 36
months of the effectiveness of its IPO registration statement. Since Inception Growth did not complete its initial business combination
by December 8, 2024, the Nasdaq Notice provided that trading of Inception Growth’s securities on Nasdaq would be suspended at the
opening of business on December 17, 2024 (the “Trading Suspension”), and a Form 25-NSE would be filed with the SEC, which
would remove Inception Growth’s securities from listing on The Nasdaq Stock Market. Following the Trading Suspension, as discussed
above, Inception Growth’s securities commenced trading on the OTC Markets at the opening of business on December 17, 2024, under
the same trading symbols, respectively, that each of those securities traded on Nasdaq. See “Nasdaq Rule 5815 was amended effective
October 7, 2024 to provide for the immediate suspension and delisting for failure to meet the 36-month requirement in Nasdaq Rule IM 5101-2(b)
to complete a business combination, and Inception Growth’s securities were suspended from trading on Nasdaq and delisted at the
opening of business on December 17, 2024.”

As of December 17, 2024,
the IGTA Units, IGTA Shares, IGTA Warrants and IGTA Rights commenced trading on the OTC Markets under the symbols “IGTAU,”
“IGTA,” “IGTAW” and “IGTAR,” respectively. Until December 17, 2024, each of these securities were
traded on the Nasdaq Capital Market (where they had been trading under these same symbols shown above) until the Trading Suspension (as
defined below). On December 17, 2024, Inception Growth’s securities commenced trading under their above referenced symbols on the
OTC Markets.

Industries Overview

Our objectives are to generate
compelling attractive returns and to enhance value through top line growth and hands-on operational improvement for our potential
target companies. We believe our management team’s personnel, network and relationships combined with their unique and diversified
experiences in investing, operating and transforming businesses will uniquely position our team to identify and execute attractive business
combination opportunities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic
location, except that we shall not undertake our initial business combination with any entity with its principal business operations in
China (including Hong Kong and Macau). We plan to target companies that compete in the following industries in the United States
and/or Asia (excluding China):

●
Technology, media and telecom (TMT): all types of high technologies, media platforms and networks, applications, systems, and the software and hardware infrastructure and research & development that enable the interoperability of these technologies;

●
Sports & Entertainment: all types of innovative technologies relating to sports league franchises and properties, Esports and other sports related entertainment media;

●
Non-gambling games: all types and genres of games, whether digital or non-digital and whether to be played on mobile, tablet, computer or otherwise, and the playing of which does not involve gambling of money or other stakes.

We believe each of these
markets has considerable growth potential. For example:

TMT

While Covid-19 has negatively
affected the global economy in 2020, its impact on the TMT sector has been both positive and negative, based on PwC CEE analysis as of
June 2020. Positive effects include the acceleration of trends such as digital transformation, over-the-top (i.e. a means of providing
television and film content over the internet at the request and to suit the requirements of the individual consumer) video usage, and
even new telehealth applications. According to this analysis, the total global TMT expenditure has grown at a pace substantially above
the rate of inflation in the past few years and this growth rate is projected to continue this year.

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The TMT industry is a multifaceted
industry comprised of networks, wireless communications, entertainment media and content generation as well as other consumer technologies.
Within the TMT industry, the media sector is witnessing high growth. The Media Global Market Report by The Business Research Company in
December 2020 stated that the global media market reached a value of nearly $1,713.0 billion in 2020 and is expected to grow
rapidly to $2,670.0 billion in 2025. Given the technological advancement, we see a huge growth opportunity for the media industry.
The pandemic has encouraged people to spend more time at home. As a result, physically distanced-friendly activities have become
extremely popular including streaming services.

As for the telecom sector,
it is going through a major development with 5G rollout. According to a March 2020 report by the GSM Association, an industry organization
that represents the interests of mobile network operators worldwide, forecasts that 5G technologies will add $2.2 trillion to the global
economy particularly for manufacturing and financial services industries, both of which are key sectors in the United States. The
report also states that by 2025, 20% of communication connections worldwide will incorporate 5G networks with a strong presence in Asia,
North America and Europe. We believe the 5G technologies will play an important role in supporting economic growth in those regions.

Sports & Entertainment

According to a May 2021
market report by the Business Research Company, despite Covid-19, the Sports industry was worth approximately $388.3 billion in 2020.
We expect that industry to continue to grow as a result of emergence of e-sports, rising sponsorships, and increase in internet accessible
devices. Companies are finding new ways to fuel year-round fan-engagement and new revenue streams.

We believe one of the biggest
sources of alternative revenue for sports organizations will be sports analytics. We expect data-driven platforms and artificial
intelligence to play a huge part in helping organizations to better understand consumer behaviors in the coming years. By monitoring and
tracking off-fields sports data such as digital and customer engagement, and marketing data, organizations will understand the needs
of their target market and improve the customer experience and find new sources of revenue. Big data will also provide insights into player
metrics and team performance. An analysis performed by KBV Research in 2019 predicts that the Global Sports Analytics Market size is expected
to reach $4.3 billion by 2025.

Another segment of the industry
that is witnessing phenomenal growth is Esports, also known as “electronic sports”. Esports is a form of sport competition
using video games. This segment not only includes traditional sports-related games for professional players to join teams to compete
for cash prizes but also for individual players to get involved in streaming entertainment to engage with fans. Whilst it was previously
a subset within the Sports industry, it is now a billion-dollar industry of its own. The Esports market is on track to surpass $1.0 billion
in revenue and hit $1.8 billion by 2022, per 2019 Newzoo figures cited by Statista. The total viewership is expected to grow
at a 9% CAGR from 454 million in 2019 to 646 million in 2023, which puts the audience on a pace to double over six years. The
ecosystem is strong, supported by many technology platforms, services, analytic platforms, and substantial investor capital. In addition,
the number of brand sponsorship in the Esports market has grown significantly with nearly 53% of the brands being non-Esports related.
Brands recognize that the key to connect with the younger generation audience is through Esports.

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Non-Gambling Gaming

The global gaming market
was valued at $173.70 billion in 2020 and is expected to reach $314.40 billion by 2026, according to Mordor Intelligence. The
gaming market is segmented by game type (console, tablet, smartphone, browser PC, and downloaded PC) and consistent with our business
strategy. Our team expects to identify high quality companies in this market.

With improving internet infrastructure,
increasing smartphone penetration rate and large numbers of software and hardware developers, we anticipate that Asia Pacific will hold
the largest market share in the gaming industry. We expect that technologies such as 5G will help fuel the growth of the Asia Pacific
gaming market by providing faster internet access for cloud gaming. According to Statista, the Japanese and Korean gaming markets are
expected to grow rapidly. Statista forecasted that the Japanese video gaming market will reach over $14 billion by 2026 (Japanese
video gaming market report published in January 2021), and finally the South Korea’s gaming industry will reach over $15 billion
by 2022 (South Korea gaming industry report published in March 2021). We believe these statistics are indicators of the huge potential
in Asia. Just like the Asia Pacific region, the gaming industry in the United States is experiencing healthy growth. We believe this
growth can be attributed to several factors including technological advancements that are enhancing gaming experiences for customers.
Consumer spending on video games is projected to reach $13.4 billion in the combined November and December 2020 holiday period,
reaching a record high in the United States market, according to the 2020 Gamer Segmentation Report by the NPD Group, an American
market research company. This was 24% higher than the previous year. Based on the NPD Group’s 2020 Gamer Segmentation Report, the
United States had 244 million video game players as of 2020, which is 30 million more players than in 2018.

The surge in the number of
players proves the growing demand and bright prospect for the gaming sector in Asia and the United States. Given the favorable industry
outlook, we believe there will be many attractive investment opportunities to acquire a potential growth company in the gaming industry.

Our Competitive Advantages

We intend to capitalize on
our below competitive advantages to find a suitable target company:

1. Experienced Management Team

We have a strong portfolio
of leaders on our team. Both our Chief Executive Officer and Chief Financial Officer have years of experience successfully managing and
running a variety of corporations in Asia and the United States.

Our Chief Executive Officer,
Mr. Cheuk Hang Chow, has almost a decade of C-suite leadership and business development experience in several industries including technology,
media and entertainment. From January 2022 to November 2022, Mr. Chow was the CEO of MetaOne Limited, a non-fungible token (NFT) asset
management platform based in Asia. Prior to that, from August 2015 to December 2021, he served as CEO to China Creative Digital Entertainment
Limited (formerly HMV Digital China Group), an investment holding company principally engaged in media and entertainment businesses in
East Asia. Concurrently, from December 2016 to September 2021, Mr. Chow was also Chief Financial Officer (CFO) and Executive Director
to China Food and Beverage Group Limited (HKG:8272), an investment holding company principally engaged in operating restaurant businesses
in Hong Kong. Apart from these roles, he has also served as an independent non-executive director to game developer and service provider
company ME2ZEN Limited (950190.KQ) from February 2019 to January 2021, and to China Food and Beverage Group Limited (HKG:8272) from December
2016 to December 2021. From September 2010 to December 2013, Mr. Chow worked as a finance manager in AV Concept Holdings Limited, a leading
marketing and distribution company for semiconductors and electronic components, and before that, from February 2009 to September 2010,
he was with financial and public relations consultancy Wonderful Sky Financial Group (01260.HK) as an Investor Relations associate. We
can capitalize on Mr. Chow’s previous experiences in advising and expanding startups to help guide and prepare the target for the
business combination.

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Mr. Felix Yun Pun Wong,
our Chief Financial Officer, is a seasoned chief financial officer. In fact, he has served as chief financial officer for four other companies.
He has proven himself to be an adaptable and strong leader as he served as a top executive at a wide range of companies, from media to
private equity to technology in both mainland China and Hong Kong and served as the chief financial officer of Tottenham Acquisition
I Limited on NASDAQ. We believe Mr. Wong’s experiences will be valuable throughout the entire SPAC IPO process and in selecting
target companies for acquisition.

Our management team has been
actively involved in operating, advising, expanding and generating high returns for many companies. Their executive leadership, operational
oversight, strategic management will boost investor confidence in the team’s ability to complete a successful business combination.
As a result, we believe our management team is well-positioned to take advantage of growing acquisition opportunities in the TMT,
sports & entertainment and gaming (non-gambling) industry.

2. Strong Board of Directors

We have recruited an accomplished
and well-recognized group of leaders to be our board of directors. Our board of directors comes from a plethora of industries where
they serve as vice presidents, advisors, directors, presidents, vice chairman for public companies, private companies and venture capital
firms in Asia and the United States.

Mr. Michael Lawrence
Coyne, one of our directors, has 8 years of extensive capitals markets, business development, and deal origination experience. Since January
2023, Mr. Coyne has been serving as a Principal and Head of Capital Markets in the financial advisory firm Benjamin Securities. From February
2018 to January 2023, Mr. Coyne was a partner and Head of Capital Markets at Ingalls & Snyder, LLC, an investment advisory firm. From
August 2015 to February 2018, Mr. Coyne served as Vice President and Head of Equity Syndicate of Capital Integration Systems LLC, an online
financial services platform based in New York. Prior to that, in March 2015, he began his career in financial services at the Blackstone
Group, as a private wealth management intern. Concurrently, from February 2012 to July 2019, Mr. Coyne served as 1st Lieutenant, executive
Officer, task force officer-in-charge and platoon leader and operations officer of the Army National Guard and the U.S. Army. Mr. Coyne
passed the Financial Industry Regulatory Authority (FINRA) Series 7, 63, 24, 79 examination and obtained a Securities Industry Essentials
(SIE) license in September 2, 2015; January 25, 2016; September 24, 2018; August 22, 2018 and October 1, 2018, respectively. His skills
in managing businesses in large public corporations, financial planning and strategic management will be a great asset for the target
company.

Ms. Yan Xu has over 9 years
of experience working in the Chinese gaming market and in a variety of industries in the Japanese market. She has also worked closely
with top executives in PRC companies. Since February 2014, Ms. Xu has served as the head of the Japanese division for Whiz Partners Asia
Ltd where she worked closely with Japanese companies to help identify potential Chinese partners to expand their business operations.
She has also been the vice president of the China Hero Fund project, one of the first funds created to support game developers in China
since 2016. Prior to this role, she worked as the assistant to the chief executive officer for Blue Ridge China, where she was responsible
for post-investment tracking. Between 2008 to 2011, she worked at SinoCom Software Group Ltd. as secretary to the Third Division and Team
Leader of the Translation Department. Ms. Xu also spent three years working at Neusoft Group Co. Ltd as secretary of business software
division and team leader of translation department. Her experience and skills in the Chinese and Japanese markets will be a great asset
for the target company.

Mr. Albert Chang has
served in multiple executive positions including vice president for Insight Soul Partners, a leading venture capital firm and as vice
president of investments for Kenetic Capital responsible for managing a portfolio of over $100 million venture investments. He has
also previously served at Pacific Century Group, a leading Asian family office, managing venture investments and corporate finance. Prior
to Pacific Century, he managed mergers and acquisitions at PCCW Group, a leading regional TMT company. His capital markets experience
and strategic management and implementation will be an added value as we identify a potential target and complete a business combination.

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Our team has extensive experiences
in identifying, selecting, screening, acquiring and managing companies. We believe these are the skill sets that are essential for a successful
management team. With our board of directors’ deep understanding and experience of all aspects in the TMT, sports & entertainment
and gaming (non-gambling) industry, we could effectively position our investment strategy, evaluation of potential acquisition candidates
and complete our initial business combination.

3. Strong and Extensive Network to Source a Suitable Target Company

We believe our team’s
operating and transaction experience and relationships with companies will provide us with many potential business combination targets.
Over the course of their careers, they have served in a variety of capacities, allowing them to expand their network in both Asia and
the United States. In addition, many of them are currently board directors and non-executive directors of other public companies.
These contacts and sources include those in government, private and public companies, private equity and venture capital funds, investment
bankers, attorneys and accountants. For example, our CEO, Mr. Cheuk Hang Chow, was the chief executive officer of an NFT asset management
platform and an investment holding company principally engaged in media and entertainment businesses in East Asia. His roles in these
companies provides access to a massive network of tech executives, founders and investors. We can leverage his connections to identify
multiple potential targets. Our independent director, Mr. Michael Lawrence Coyne, has 8 years of extensive capitals markets, business
development, and deal origination experience while Ms. Yan Xu, also our independent director, has over 9 years of experience working in
the Chinese gaming market and in a variety of industries in the Japanese market. We believe the extensive network our directors have in
the TMT, sports & entertainment and gaming (non-gambling) industry will give us a competitive advantage when exploring potential
business combination opportunities.

4. Strong M&A Expertise and de-SPAC Experience

In addition to supporting
us in the areas of investment strategy and improving the company’s processes, our team also has experience in M&A and raising
funds. Our team consists of seasoned professionals with significant M&A, capital markets, finance and private equity experience across
a wide variety of industries and market conditions and have proven track records of producing high returns for investors. In addition,
we have a unique advantage as Mr. Felix Wong, our Chief Financial Officer, has track record in successfully completing the initial
business combinations of SPACs (“de-SPAC”). He was previously the CFO of Tottenham Acquisition I Limited, which successfully
merged with Clene Nanomedicine Inc (NASDAQ: CLNN) in December 2020. After merging, the stock price reached a peak of $16.3 per share,
resulting in more than 60% return (as compared to the $10 IPO price of Tottenham Acquisition I Limited) for investors. His previous experience
in selecting a SPAC and managing a successful merger will be extremely valuable in ensuring the success of our initial business combination.

5. Advantages of being a Publicly Listed Company

We believe we are offering
a unique opportunity for companies that want to grow and enter into the international markets. Our structure will make us an attractive
business partner. As a publicly listed company, our business partners will have access to the capital markets for greater financing and
be able to expand their existing customer base. Furthermore, SPACs also offer an alternate route to the traditional IPO that is less costly
and can accelerate a company’s market entry. Even smaller companies with large growth prospects have the opportunity to be selected.
In addition, the risk of failure to raise capital is much lower since the money is raised prior to selecting the target. Although there
are some risks to a certain extent, we believe the benefits of partnering with a SPAC and going public outweigh the costs. We are also
confident that the track record of our management team and board of directors will bring in many attractive options. Our management team
and board consist of industry veterans like Mr. Cheuk Hang Chow, Mr. Felix Wong, Mr. Michael Lawrence Coyne, Mr. Albert
Chang and Ms. Yan Xu. Together, we expect that they will bring to the table a pool of expertise that will be attractive to target companies
seeking for public listing in the United States.

9

Acquisition Criteria

We intend to focus on the
target company with a size measured between $500 million – $1 billion. Other than this, we also intend to look for target
company who possesses the following core values:

●
Strong management team: we are looking for a strong group of individuals who have a strong track record of creating value. We will also take time to assess their leadership capabilities and their ability to grow the company.

●
Strong portfolio of investors: we will seek for a company that has well-known and trusted investors, hedge funds and private equity firms supporting them. This is an indication of investors’ confidence in the company’s potential to grow.

●
Potential to have recurring revenue: we are looking for companies that are currently generating or will generate significant cash flow through existing products, new product development, increased efficiency and reduced costs.

●
Benefits from being publicly traded: we intend to acquire a company that will effectively utilize their public profile to get access to capital, expand their customer base, improve their investor portfolio to grow their company.

●
Appropriate valuations and upside potential: we will conduct rigorous due diligence and apply valuation-metrics to create the most reasonable and appropriate valuation for the company. We are seeking to acquire a company that will have a strong upside potential to increase their valuation.

●
Strategic management and long-term planning: we intend to acquire companies who are strategically planning for the future and are continually assessing and ensuring that their work is aligned with their strategic goals. Long-term planning allows companies to have sustainable operations in the long run and ensures that they can deliver on their promises to the investors.

●
Innovative-led approach and risk management: we believe that balancing risk and encouraging creative insights will drive a company’s growth and that differentiated ideas bring new categories into the market to address growing customer needs. Therefore, we are seeking for a company that prioritizes innovation and is able to recognize which ideas to support and scale.

Our Acquisition Process

Our Sponsor believes that
conducting comprehensive due diligence on prospective investments is particularly important within the technology industry. In evaluating
a prospective initial business combination, we expect to conduct a thorough diligence review that will encompass, among other things,
meetings with incumbent management and employees, document reviews, inspection of facilities, financial analyses and technology reviews,
as well as a review of other information that will be made available to us.

We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our Sponsor, our officers, or our directors, subject to
certain approvals and consents. In the event we seek to complete our initial business combination with a company that is affiliated with
our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment
banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to us from a financial
point of view.

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Members of our management
team may directly or indirectly own our securities following the IPO, and accordingly, they may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each
of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our
initial business combination.

We currently do not have
any specific targets for an initial business combination selected. None of our officers and directors, nor has anyone on their behalf
contacted or had any discussions with possible target businesses in which they directly or indirectly proposed or encouraged a potential
target to consider a possible combination with us.

As described in “Proposed
Business — Sourcing of Potential Business Combination Targets” and “Management — 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. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate
opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her
capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake
and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us
without violating another legal obligation. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity
which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will
honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us
if such entities reject the opportunity and he or she determines to present the opportunity to us. We do not believe, however, that the
fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our
initial business combination.

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) at
the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the
determination as to the fair market value of our initial business combination. If our board of directors is not able to independently
determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking
firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider
it unlikely that our board of directors will not 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 a target’s assets or prospects. We anticipate structuring our initial
business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so 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 stockholders, or for other reasons. However, we will only complete an initial business combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act of 1940, as amended, or the “Investment Company Act”. Even if the post-transaction company owns or acquires 50% or
more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority
interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority
of our 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 Nasdaq’s 80% of net assets test. If the initial business combination
involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and
we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder
approval, as applicable.

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Our Business Combination Process

In evaluating prospective
business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review
of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection
of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate.

We are not prohibited from
pursuing our initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek
to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent
accounting firm that our initial business combination is fair to our Company from a financial point of view.

Each of our officers and
directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant
to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers
or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary
or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations
to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers
or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate
of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity
is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one
we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director
or officer is permitted to refer that opportunity to us without violating another legal obligation.

Status as a Public Company

We believe our structure
will make us an attractive business combination partner to target businesses. As a public company, we offer a target business an alternative
to the traditional initial public offering through a merger or other business combination with us. Following an initial business combination,
we believe the target business would have greater access to capital and additional means of creating management incentives that are better
aligned with stockholders’ interests than it would as a private company. A target business can further benefit by augmenting its
profile among potential new customers and vendors and aid in attracting talented employees. In a business combination transaction with
us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of common
stock (or shares of a new holding company) or for a combination of our shares of common stock and cash, allowing us to tailor the consideration
to the specific needs of the sellers.

Although there are various
costs and obligations associated with being a public company, we believe target businesses will find this method a more expeditious and
cost-effective method to becoming a public company than the typical initial public offering. The typical initial public offering
process takes a significantly longer period of time than the typical business combination transaction process, and there are significant
expenses in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that
may not be present to the same extent in connection with an initial business combination with us.

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

While we believe that our
structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may
view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder approval of any
proposed initial business combination, negatively.

We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging
growth companies” including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
compensation and 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.

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

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

We may not be able to complete an initial business
combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations
and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.

Certain companies requiring
federal-issued licenses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that
limit foreign ownership. 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.
Our Sponsor, Soul Venture Partners LLC, is controlled by Mr. Cheuk Hang Chow, a non-U.S. person and a Hong Kong national.
Our Sponsor currently owns 42.7% of our outstanding shares. We are therefore likely considered a “foreign person” under the
regulations administered by CFIUS and will continue to be considered as such in the future for so long as our Sponsor has the ability
to exercise control over us for purposes of CFIUS’s regulations. Therefore, we could be subject to foreign ownership restrictions
and/or CFIUS review if our proposed business combination is between us and a U.S. target company engaged in a regulated industry
or which may affect national security. The scope of CFIUS review 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. target
company falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will 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.

13

Moreover, the process of
government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination.
If we cannot complete our initial business combination by August 13, 2026 (assuming full extension of the time to complete a business
combination) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited
by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive
$13.1 per share (based on $2,129,825 balance in our trust account as of March 17, 2026), and our warrants and rights will expire worthless.
This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment
through any price appreciation in the combined company.

Risks related to Potential Application of the
Investment Company Act

As of the date hereof, substantially
all of the assets held in the Trust Account are held in money market funds, which primarily invest in U.S. Treasury Bills. There
is uncertainty under the Investment Company Act of 1940 (the “Investment Company Act”) whether special purpose acquisition
companies, or “SPACs,” could become subject to regulation under the Investment Company Act. The longer that the funds in the
Trust Account are held in U.S. government securities or in money market funds invested exclusively in such securities, the greater
the risk that we may be considered an unregistered investment company, in which case a claim could be made that we have been operating
as an unregistered investment company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust
Account at any time and instead hold all funds in the Trust Account in a bank deposit account in order to mitigate the risks of falling
within the definition of “investment company” under the Investment Company Act.

If we are deemed to be an
investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory
burdens and expenses for which we have not allotted funds and for which we would not have sufficient time to comply with prior to the
expiration of its time to complete a business combination. As a result, if we were deemed to be an investment company, we would expect
to abandon its efforts to complete an initial business combination and instead to liquidate and dissolve. If we are required to liquidate
and dissolve, our investors would lose the opportunity to invest in a target company and would not be able to realize the benefits of
owning shares in the post-business combination company, including the potential appreciation of our share price following such a
transaction. In addition, in the event of our liquidation and dissolution, our warrants and rights would expire worthless.

Nasdaq Rule 5815 was amended effective October
7, 2024 to provide for the immediate suspension and delisting for failure to meet the 36-month requirement in Nasdaq Rule IM 5101-2(b)
to complete a business combination, and Inception Growth’s securities were suspended from trading on Nasdaq and delisted at the
opening of business on December 17, 2024.

The IGTA Units, IGTA Shares,
public IGTA Warrants and public IGTA Rights were listed on Nasdaq as of the closing of its IPO. Nasdaq IM-5101-2 requires that Inception
Growth, a special purpose acquisition company, complete one or more business combinations within 36 months of the effectiveness of its
initial public offering registration statement, which, in the case of Inception Growth, was December 8, 2024. Inception Growth was unable
to complete an initial business combination by December 8, 2024, and on December 6, 2024, at a special meeting of stockholders, Inception
Growth’s stockholders approved an amendment of Inception Growth’s certificate of incorporation and a further amendment to
the Trust Agreement, which gave Inception Growth the right to extend the date by which it has to consummate a business combination by
six times for an additional one (1) month each time from December 13, 2024 to June 13, 2025. Such extension, however, violated Nasdaq
IM-5101-2. Effective on October 7, 2024, Nasdaq Rule 5815 was amended to provide for the immediate suspension and delisting upon issuance
of a delisting determination letter to an issuer for failure to meet the requirements of Nasdaq IM5101-02.

Inception Growth received
a notice, dated December 10, 2024 (the “Nasdaq Notice”) from Nasdaq, stating that Inception Growth did not comply with Nasdaq
Interpretive Material IM-5101-2, and that its securities were subject to delisting. Inception Growth’s registration statement, filed
in connection with the IPO, became effective on December 8, 2021. Pursuant to IM-5101-2, Inception Growth, a special purpose acquisition
company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since
Inception Growth did not complete its initial business combination by December 8, 2024, it did not comply with IM-5101-2, and its securities
were subject to delisting. Unless Inception Growth requested a timely appeal of this determination by Nasdaq, trading of its securities
on Nasdaq would be suspended at the opening of business on December 17, 2024, and a Form 25-NSE will be filed with the SEC, which would
remove Inception Growth’s securities from listing on The Nasdaq Stock Market.

14

Inception Growth did not
appeal against Nasdaq’s determination to delist its securities and accordingly, the Company’s securities were suspended from
trading on Nasdaq at the opening of business on December 17, 2024. However, Inception Growth’s securities commenced trading on the
OTC Markets at the opening of business on December 17, 2024, under their prior Nasdaq trading symbols; and it is expected that Inception
Growth’s securities will continue to trade under their current symbols on the OTC Markets.

Pursuant to the Business
Combination Agreement, as amended, the Business Combination Agreement may be terminated by either party if PubCo does not receive approval
for the listing of the PubCo Ordinary Shares and PubCo Warrants on Nasdaq on or before March 31, 2025.

If (i) Inception Growth is
not able to list its securities on another national securities exchange, (ii) the parties to the Business Combination Agreement waive
applicable listing conditions as a condition to the Closing, and (iii) the Business Combination closes and stockholders receive unlisted
shares, then Inception Growth expects that PubCo’s securities will be quoted on an over-the-counter market. If this were to occur,
the Combined Company could face significant material adverse consequences, including:

● a limited availability of market quotations for PubCo’s
securities;

● reduced demand and overall liquidity for PubCo’s securities;

● a determination that PubCo Ordinary Shares are a “penny
stock” which will require brokers trading in PubCo Ordinary Shares to adhere to more stringent rules and possibly result in a reduced
level of trading activity in the secondary trading market for PubCo’s securities;

● a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities or obtain
additional financing in the future; and

● PubCo may be deemed a less attractive merger partner for a target
company or business.

Additionally, the fact that
the Inception Growth’s securities are not listed on Nasdaq may present certain challenges to listing the post Business Combination
combined company’s securities on Nasdaq, such as the post Business Combination combined company’s ability to meet the listing
requirements for Nasdaq, including the minimum per share bid price and the market value of unrestricted publicly held shares.

PubCo will seek to list the
PubCo Ordinary Shares and the PubCo warrants on Nasdaq in connection with the closing of the Business Combination. Inception Growth cannot
assure you that the PubCo Ordinary Shares and PubCo Warrants will be approved for listing on Nasdaq.

As a result of the suspension
of Inception Growth’s securities from Nasdaq at the opening of business on December 17, 2024, Inception Growth’s common stock
could become subject to the regulations of the SEC relating to the market for “penny stocks.” The “penny stock”
rules are burdensome and may reduce the trading activity for shares of Inception Growth’s common stock. For example, brokers trading
in shares of Inception Growth’s common stock would be required to deliver a standardized risk disclosure document, which specifies
information about penny stocks and the nature and significance of risks of the penny stock market. The broker dealer also must provide
the customer with bid and offer quotations for the penny stock, the compensation of the broker dealer and any salesperson in the transaction,
and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the
penny stock rules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written agreement to the transaction. If Inception Growth’s common stock is a “penny stock,” these disclosure requirements
may have the effect of reducing the trading activity in the secondary market for Inception Growth’s common stock. If the shares
of Inception Growth’s common stock are subject to the “penny stock” rules, the holders of such shares of Inception Growth’s
common stock may find it more difficult to sell their shares.

15

The National Securities Markets
Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which
are referred to as “covered securities.” Since Inception Growth’s common stock, public warrants and public rights are
listed on Nasdaq, such securities qualify as covered securities under such statute. Although the states are preempted from regulating
the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and,
if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,
certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers,
to hinder the sale of securities of blank check companies in their states. Further, if Inception Growth’s common stock, public warrants
and public rights were no longer listed on Nasdaq, these securities would not qualify as covered securities under such statute and Inception
Growth would be subject to regulation in each state in which it offers its securities, including regulations in connection with Inception
Growth’s initial business combination, which may make it more difficult and costly to complete a business combination. In addition,
Inception Growth’s securityholders could be prohibited from trading in its securities absent registration in the state where such
securityholder lives. To date Inception Growth has not registered its securities in any state, and does not currently plan to do so. This
may make it difficult or impossible for Inception Growth’s securityholders to trade in its securities.

Financial Position

With funds available for
an initial business combination initially in the amount of $88,650,000 assuming no redemptions before non-reimbursable fees and expenses
associated with our initial business combination and after payment of $2,250,000 of deferred underwriting fees (or $102,285,000 after
payment of up to $2,250,000 of deferred underwriting fees if the underwriters’ over-allotment option is exercised in full)
and $1,100,000 in offering costs, we offer a target business a variety of options such as creating a liquidity event for its owners, providing
capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.
Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing,
we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance
it will be available to us.

Effecting Our Initial Business Combination

We are not presently engaged
in, and we will not engage in, any operations for an indefinite period of time following the IPO. We intend to effectuate our initial
business combination using cash from the proceeds of the IPO and the private placement of the private placement warrants, the proceeds
of the sale of our shares in connection with our initial business combination (pursuant to backstop agreements we may enter into following
the consummation of the IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners
of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business
that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent
in such companies and businesses.

If our initial business combination
is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration
in connection with our initial business combination or used for redemptions of our common stock, we may apply the balance of the cash
released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase
of other companies or for working capital.

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We may seek to raise additional
funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and
we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the Trust
Account. In addition, we intend to target businesses larger than we could acquire with the net proceeds of the IPO and the sale of the
private placement warrants, and may as a result be required to seek additional financing to complete such proposed initial business combination.
Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion
of our initial business combination. In the case of an initial business combination funded with assets other than the Trust Account assets,
our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and,
only if required by law, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds
privately or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or
understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

Sources of Target Businesses

We anticipate that target
business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and investment professionals.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings.
These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many
of these sources will have read the prospectus relating to the IPO and know what types of businesses we are targeting. Our officers and
directors, as well as our Sponsor and their affiliates, may also bring to our attention target business candidates that they become aware
of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade
shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily
be available to us as a result of the business relationships of our officers and directors and our Sponsor and their respective industry
and business contacts as well as their affiliates. While we do not presently anticipate engaging the services of professional firms or
other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the
future, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s
length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the
use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis
with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily
tied to completion of a transaction; in which case any such fee will be paid out of the funds held in the Trust Account. In no event,
however, will our Sponsor or any of our existing officers or directors, or any entity with which our Sponsor or officers are affiliated,
be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the
company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our
initial business combination (regardless of the type of transaction that it is). None of our Sponsor, executive officers or directors,
or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective
business combination target in connection with a contemplated initial business combination. We have agreed to pay an affiliate of our
Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support and to reimburse our Sponsor
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our
officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial
business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process
of an initial business combination candidate.

17

We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers or directors, or making
the acquisition through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors. In the event
we seek to complete an initial business combination with a target that is affiliated with our Sponsor, executive officers or directors,
we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm hat is a member of FINRA
or a qualified independent accounting firm that such an initial business combination is fair to our company from a financial point of
view. We are not required to obtain such an opinion in any other context.

As more fully discussed in
Item 10 of Part III of this report entitled “Directors, Executive Officers And Corporate Governance — Conflicts of Interest,”
if any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business
of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such
business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors
currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Selection of a Target Business and Structuring of our 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) at
the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of our initial
business combination will be determined by our board of directors based upon one or more standards generally accepted by the financial
community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses or a valuation
based on the financial metrics of M&A transactions of comparable businesses. If our board of directors is not able to independently
determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking
firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider
it unlikely that our board of directors will not 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 a target’s assets or prospects. We do not intend to purchase multiple
businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will
have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be
permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will only
complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or
otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under
the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses,
the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into
account for purposes of Nasdaq’s 80% of net assets test. There is no basis for investors in the IPO to evaluate the possible merits
or risks of any target business with which we may ultimately complete our initial business combination.

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.

18

In evaluating a prospective
business target, we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial
and other information that will be made available to us.

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

Lack of Business Diversification

For an indefinite period
of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance
of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in
a single line of business. In addition, we intend to focus our search for an initial business combination in a single industry. By completing
our initial business combination with only a single entity, our lack of diversification may:

●
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

●
cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely
scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination
with that business, our assessment of the target business’ management may not prove to be correct. In addition, the future management
may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of
our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any
of the members of our management team will remain with the combined company will be made at the time of our initial business combination.
While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business
combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.
Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations
of the particular target business.

We cannot assure you that
any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether
any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following an initial business
combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure
you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge
or experience necessary to enhance the incumbent management.

19

Stockholders May Not Have the Ability to Approve Our Initial Business
Combination

We may conduct redemptions
without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required
by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented
in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval
is currently required under Delaware law for each such transaction.

Type of Transaction
Whether

Stockholder

Approval is

Required

Purchase of assets
No

Purchase of stock of target not involving a merger with the company
No

Merger of target into a subsidiary of the company
No

Merger of the company with a target
Yes

Under Nasdaq’s listing
rules, stockholder approval would be required for our initial business combination if, for example:

●
we issue shares of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding;

●
any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or

●
the issuance or potential issuance of common stock will result in our undergoing a change of control.

Entry into the Business Combination Agreement with AgileAlgo

General Description of the Business Combination
Agreement

On September 12, 2023, we
entered into the Business Combination Agreement with IGTA Merger Sub Limited, a British Virgin Islands company and wholly owned subsidiary
of IGTA (such company before the Redomestication Merger (as defined below) is sometimes referred to as the “Purchaser” and
upon and following the Redomestication Merger is hereinafter sometimes referred to as “PubCo”), AgileAlgo Holdings Ltd., a
British Virgin Islands company (“AgileAlgo”), and certain shareholders of AgileAlgo (the “Signing Sellers”, who
together own approximately 88.3% of AgileAlgo’s issued and outstanding shares), and which agreement may also be thereafter executed
by each of the other shareholders of AgileAlgo (such shareholders who become party to such agreement, the “Joining Sellers”,
and together with the Signing Sellers, the “Sellers”) in one or more joinder agreements thereto (such Business Combination
Agreement together with any such joinder agreements, as they may be amended from time to time, the “Business Combination Agreement”),
which provides for a business combination between us and AgileAlgo.

Pursuant to the Business
Combination Agreement, the proposed business combination will be effected in two steps: (i) subject to the approval and adoption of the
Business Combination Agreement by our stockholders, we will merge with and into Purchaser, with Purchaser as the PubCo remaining as the
surviving publicly traded entity (the “Redomestication Merger”); and (ii) immediately after the Redomestication Merger (and
related name change as noted below and amendments to Purchaser’s organizational documents), the Sellers will exchange their ordinary
shares of AgileAlgo for ordinary shares of PubCo (“PubCo Ordinary Shares”), which will result in AgileAlgo becoming a subsidiary
of PubCo (such exchange, the “Share Exchange” and together with the Redomestication and the other transactions contemplated
by the Business Combination Agreement, the “Business Combination”). In the Redomestication Merger, each outstanding security
of IGTA will convert into an equivalent security of PubCo on a one-for-one basis.

On each of June 20, 2024
and December 16, 2024, the parties to the Business Combination Agreement amended the Business Combination Agreement to extend the outside
date required for the Closing to occur until March 31, 2025 (with either party being able to terminate the Business Combination Agreement
for passage of such date) and to clarify a condition to Closing regarding PubCo being required to list PubCo Ordinary Shares on Nasdaq.

On March 27, 2025, the parties
to the Business Combination Agreement entered into an Amendment No. 3 to the Business Combination Agreement (the “Amendment No.
3”). The Amendment No. 3 serves to amend the Business Combination Agreement to extend the Outside Closing Date (as defined in the
Business Combination Agreement) to May 31, 2025. The Amendment No. 3 further amends the Business Combination Agreement that the Company
may terminate the Business Combination Agreement by giving notice to IGTA if the common stock of IGTA has become delisted from Nasdaq
and either the Parent Common Stock is, or the Purchaser Ordinary Shares are, not relisted on Nasdaq or the New York Stock Exchange on
or prior to the Outside Closing Date. The Amendment No. 3 further provides for IGTA’s consent to and related waivers regarding certain
transfers and issuances of Company ordinary shares as required by Section 7.1 of the Business Combination Agreement.

20

On May 6, 2025, the parties
to the Business Combination Agreement entered into an Amendment No. 4 to the Business Combination Agreement (the “Amendment No.
4”), which serves to amend the Business Combination Agreement to extend the Outside Closing Date to July 31, 2025. The Amendment
No. 4 further provides for IGTA’s consent to and related waivers regarding certain transfers and issuances of Company ordinary shares
as required by Section 7.1 of the Business Combination Agreement.

On July 31, 2025, the parties
to the Business Combination Agreement entered into an Amendment No. 5 to the Business Combination Agreement (the “Amendment No.
5”), which serves to amend the Business Combination Agreement to extend the Outside Closing Date to October 14, 2025. The Amendment
No. 5 further amends the Earnout Period do as to begin on October 1, 2025 and conclude at the end of the third fiscal quarter thereafter
(i.e., June 30, 2026).

On August 7, 2025, the parties
to the Business Combination Agreement entered into Amendment No. 6 to the Business Combination Agreement (the “Amendment No. 6”),
which serves to amend the Business Combination Agreement to amend the Earnout Period so as to begin on April 1, 2026 and conclude at the
end of the third fiscal quarter thereafter (i.e., December 31, 2026).

Following the Business Combination,
PubCo will be a publicly traded company renamed as “Prodigy, Inc.”

Consideration

The number of PubCo Ordinary
Shares to be delivered by PubCo to the Sellers at the Closing (the “Exchange Consideration Shares”) is based on an aggregate
pre-money equity value for 100% of AgileAlgo’s issued and outstanding ordinary shares of One Hundred Sixty Million U.S. Dollars
($160,000,000), with each PubCo Ordinary Share valued at $10.00 (which would be sixteen million (16,000,000) shares if 100% of AgileAlgo
shareholders become Sellers under the Business Combination Agreement).

Twelve and one-half percent
(12.5%) of the Exchange Consideration Shares otherwise to be delivered to the Sellers at the Closing (which would be two million (2,000,000)
shares valued at Twenty Million U.S. Dollars ($20,000,000) if 100% of AgileAlgo shareholders become Sellers under the Business Combination
Agreement) (together with earnings thereon, the “Earnout Shares”) will be set aside in escrow and held by a third-party escrow
agent at the closing of the Business Combination (the “Closing”), subject to vesting and forfeiture if the consolidated gross
revenues of PubCo and its subsidiaries during the three (3) fiscal quarter period beginning on October 1, 2024 (the “Revenues”)
do not equal or exceed Fifteen Million U.S. Dollars ($15,000,000), based on a sliding scale where all of such Earnout Shares will be forfeited
by the Sellers if the Revenues do not exceed Seven Million Five Hundred Thousand Dollars ($7,500,000). PubCo will cancel any Earnout Shares
that are forfeited by the Sellers. The Sellers will have all voting rights in respect to the Earnout Shares while they are held in escrow,
but dividend, distributions and other earnings on the Earnout Shares while the Earnout Shares are held in escrow will be retained in the
escrow account and distributed either to the Sellers or PubCo along with the underlying Earnout Shares.

Ability to Extend Time to Complete Business Combination

The Company’s IPO prospectus
dated December 8, 2021 provides that the Company initially had until 15 months from the closing of the IPO to complete its initial business
combination, or, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may,
but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each
time (for a total of up to 21 months to complete a business combination) by depositing $0.10 for each public share that has not been
redeemed (or an aggregate of $1,035,000 if there are no redemptions) into the Trust Account for each three (3) month extension. As approved
by our stockholders at the annual meeting of Stockholders held on March 13, 2023, we entered into an amendment to the investment management
trust agreement, dated December 8, 2021 (the “Trust Agreement”), on March 13, 2023 with Continental Stock Transfer & Trust
Company (the “Trust Amendment Proposal”), giving us the right to extend the time to complete a business combination for a
period of six months from March 13, 2023 to September 13, 2023 without having to make any payment to the Trust Account. Subsequently on
September 8, 2023 at a special meeting of stockholders, our stockholders approved an amendment of our certificate of incorporation and
a further amendment to the Trust Agreement, such that we have the right to extend the date by which we have to consummate a business combination
by nine times for an additional one (1) month each time from September 13, 2023 to June 13, 2024 by depositing into the Trust Account
the lesser of (i) $100,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of Public Share that has not been redeemed
for each one-month extension. On each of September 8, 2023, October 5, 2023, November 1, 2023, November 29, 2023, January 4, 2024, February
5, 2024, February 27, 2024, April 3, 2024 and May 6, 2024, we deposited $100,000 into our Trust Account in order to extend the amount
of time we have available to complete a business combination.

21

Subsequently on June 4, 2024
at the annual meeting of stockholders, Inception Growth’s stockholders approved an amendment of Inception Growth’s certificate
of incorporation and a further amendment to the Trust Agreement, such that Inception Growth has the right to extend the date by which
it has to consummate a business combination by six times for an additional one (1) month each time from June 13, 2024 to December 13,
2024 by depositing into the Trust Account the lesser of (i) $50,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number
of Public Share that has not been redeemed for each one-month extension. On each of June 6, 2024, July 8, 2024, August 1, 2024, September
5, 2024, October 2, 2024 and November 12, 2024, Inception Growth deposited $50,000 into Inception Growth’s Trust Account in order
to extend the amount of time it has available to complete a business combination.

On December 6, 2024, at a special meeting of stockholders, Inception
Growth’s stockholders approved an amendment of Inception Growth’s certificate of incorporation and a further amendment to
the Trust Agreement, which would give Inception Growth the right to extend the date by which it has to consummate a business combination
by six times for an additional one (1) month each time from December 13, 2024 to June 13, 2025 by depositing into the Trust Account an
aggregate amount that equals to $0.04 multiplied by the number of Public Shares that have not been redeemed for each one-month extension.
On each of December 12, 2024, January 9, 2025, February 12, 2025, March 12, 2025, April 10, 2025 and May 12, 2025, Inception Growth deposited
a monthly deposit of $11,199 into Inception Growth’s Trust Account in order to extend the amount of time it has available to complete
a business combination by one month.

On June 5, 2025, the Company
held its annual meeting, which was devoted to, among other proposals, proposals to extend the date by which the Company has to consummate
a business combination by four times for an additional one month each time from June 13, 2025 to October 13, 2025 by depositing into
the trust account an aggregate amount equal to $0.075 multiplied by the number of common stock issued in the Company’s IPO that
has not been redeemed for each one-month extension.

On each of June
10, 2025, July 7, 2025, August 11, 2025 and September 10, 2025, the Company deposited $13,249.65 into the Trust Account in order to
extend the amount of time it has available to complete a business combination to October 13, 2025.

On October 9, 2025,
at a special meeting of stockholders (the “2025 Special Meeting”), the Company’s stockholders approved an amendment
of the Company’s certificate of incorporation and a further amendment to the Trust Agreement, which would give the Company the
right to extend the date by which it has to consummate a business combination by four times for an additional one (1) month each time
from October 13, 2025 to February 13, 2026 by depositing into the Trust Account an aggregate amount that equals to $0.075 multiplied
by the number of Public Shares that have not been redeemed for each one-month extension.

On each of October
9, 2025, November 10, 2025, December 9, 2025 and January 12, 2026, the Company deposited $13,242.15 into the Trust Account in order to
extend the amount of time it has available to complete a business combination to February 13, 2026.

On January 20, 2026, at
a special meeting of stockholders (the “2026 Special Meeting”), the Company’s stockholders approved an amendment of
the Company’s certificate of incorporation and a further amendment to the Trust Agreement, which would give the Company the right
to extend the date by which it has to consummate a business combination by six times for an additional one (1) month each time from February
13, 2026 to August 13, 2026 by depositing into the Trust Account an aggregate amount that equals to $0.075 multiplied by the number of
Public Shares that have not been redeemed for each one-month extension.

On February 12, 2026, March
12, 2026 and April 13, 2026, the Company deposited $12,203 into the Trust Account in order to extend the amount of time it has available
to complete a business combination to May 13, 2026. Currently, the Company has until May 13, 2026 to complete a business combination.

Permitted Purchases of our Securities

If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public
warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may
purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments,
plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they
engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information
not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate
that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction
subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases
that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant
to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None
of the funds held in the Trust Account will be used to purchase public shares or public warrants in such transactions prior to completion
of our initial business combination.

22

The purpose of any such purchases
of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder
approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have
a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement
would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding
or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination.
Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been
possible. In addition, if such purchases are made, the public “float” of our shares of common stock or warrants may be reduced
and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.

Our Sponsor, officers, directors
and/or their affiliates anticipate that they may identify the stockholders with whom our Sponsor, officers, directors or their affiliates
may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted
by stockholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our Sponsor,
officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling
stockholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial
business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination.
Our Sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under
the Exchange Act and the other federal securities laws.

Any purchases by our Sponsor,
officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only
be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for
manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements
that must be complied with in order for the safe harbor to be available to the purchaser. Our Sponsor, officers, directors and/or their
affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the
Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such
purchases are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon Completion of our
Initial Business Combination

We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of common stock 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 as of two business
days prior to the consummation of the initial business combination including interest earned on the funds held in the Trust Account and
not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described
herein. The amount in the Trust Account is initially anticipated to be approximately $10.10 per public share. The per-share amount
we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will
pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to
validly redeem its shares. 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 any founder shares and any public shares held by them in connection with the completion
of our initial business combination.

Manner of Conducting Redemptions

We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business
combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by
means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement.
Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with
our Company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend
our amended and restated certificate of incorporation would require stockholder approval. If we structure an initial business combination
with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder
vote to approve the proposed initial business combination. We may conduct redemptions without a stockholder vote pursuant to the tender
offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder
approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required
to comply with such rules.

23

If a stockholder vote is
not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and
restated certificate of incorporation:

●
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

●
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement
of our initial business combination, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to
purchase shares of our common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with
Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)
under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public
shares which are not purchased by our Sponsor, which number will be based on the requirement that we may not redeem public shares in an
amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny
stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial
business combination upon consummation of our initial business combination and after payment of underwriters’ fees and commissions.
If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial
business combination.

If, however, stockholder
approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for
business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

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

●
file proxy materials with the SEC.

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

If we seek stockholder
approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are
voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by
proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of
capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward this quorum and pursuant
to the letter agreement. Our Sponsor, officers and directors have agreed to vote their founder shares and any public shares
purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of our initial business
combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will
have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to the
founder shares held by our Sponsor, officers and directors, we would not need any of the public
shares to be voted in favor of an initial business combination (assuming only a quorum is present at the meeting)
in order to have our initial business combination approved (assuming the over-allotment option is not exercised). We intend to
give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such
meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting
thresholds, and the voting agreements of our Sponsor, officers and directors may make it more likely that we will consummate our
initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or
against the proposed transaction.

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Our amended and restated
certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible
asset or cash requirement which may be contained in the agreement relating to our initial business combination upon consummation of our
initial business combination and after payment of underwriters’ fees and commissions. For example, the proposed initial business
combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target
for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance
with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay
for all shares of common stock 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 shares of common stock submitted for redemption will be returned to the holders
thereof.

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

Notwithstanding the foregoing,
if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an
aggregate of 15% of the shares sold in the IPO, which we refer to as the “Excess Shares.” Such restriction shall also be applicable
to our affiliates. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts
by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a means to
force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable
terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten
to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market
price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in the
IPO without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block
our ability to complete our initial business combination, particularly in connection with an initial business combination with a target
that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting
our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Tendering Stock Certificates in Connection
with a Tender Offer or Redemption Rights

We may require our public
stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials
mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the
event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring
public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself
in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials
until the close of the tender offer period, or up to two days prior to the vote on the initial business combination if we distribute proxy
materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise
period, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The
transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on
to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption
rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of
when such delivery must be effectuated.

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The foregoing is different
from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations,
many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a
holder could simply vote against a proposed initial business combination and check a box on the proxy card indicating such holder was
seeking to exercise his or her redemption rights. After the initial business combination was approved, the company would contact such
stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an
“option window” after the completion of the initial business combination during which he or she could monitor the price of
the company’s stock in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open
market before actually delivering his or her shares to the company for cancellation.

As a result, the redemption
rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights
surviving past the completion of the initial business combination until the redeeming holder delivered its certificate. The requirement
for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once
the initial business combination is approved.

Any request to redeem such
shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder
meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection
with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such
holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds
to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of
our initial business combination.

If our initial business combination
is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares.

If our initial proposed initial business combination is not completed,
we may continue to try to complete an initial business combination with a different target until August 13, 2026 (assuming full extension).

Redemption of Public Shares and Liquidation
if no Initial Business Combination

Our amended and restated certificate of incorporation provides that
we will have until August 13, 2026 (if we fully extend the time to complete a business combination as described in this report) to complete
our initial business combination. If we are unable to complete our initial business combination by August 13, 2026 (assuming full extension),
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 subject to lawfully available funds therefor, 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 on the funds held in the
Trust Account and not previously released to us to pay our taxes (less up to $50,000 to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (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 stockholders and our board of directors, dissolve and liquidate, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There
will be no redemption rights or liquidating distributions with respect to our warrants and rights, which will expire worthless if we fail
to complete our initial business combination by August 13, 2026 (assuming full extension).

Our initial stockholders have agreed to waive their rights to liquidating
distributions from the Trust Account with respect to any founder shares held by them if we fail to complete our initial business combination
by August 13, 2026 (assuming full extension). However, if our Sponsor, our officers or directors 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 by August 13, 2026 (assuming full extension).

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Our Sponsor, officers and
directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate
of incorporation (i) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection
with our initial business combination or our obligation to redeem 100% of our public shares if we do not complete our initial business
combination within the prescribed time period or (ii) with respect to any other provision relating to stockholders’ rights
or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares
of common stock 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 and not previously released to us to pay
our taxes, divided by the number of then outstanding public shares.

However, we may not redeem
our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business
combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny
stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we
cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption
of our public shares at such time.

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 remaining
out of the approximately $1,100,000 (the amount will remain the same if the over-allotment option is exercised in full) of proceeds
held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on
sufficient interest being earned on the proceeds held in the Trust Account to pay any tax obligations we may owe. However, 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 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 $50,000 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 warrants, 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 stockholders
upon our dissolution would be approximately $12.88. 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 stockholders. We cannot assure you that the
actual per-share redemption amount received by stockholders will not be substantially less than $12.88. Under Section 281(b)
of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made
in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our
remaining assets to our stockholders. 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 creditors’ 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
stockholders, 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 perform an analysis of the alternatives available to
it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s
engagement would be significantly more beneficial to us than any alternative. 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 significantly 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. We are not aware of any product or service providers who
have not or will not provide such waiver other than the underwriters of the IPO and our independent registered public accounting firm.

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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. Our Sponsor has 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, or a prospective target
business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement,
reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 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 $10.10 per share due to reductions
in the value of the trust assets, less taxes payable, if any, 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. However, 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. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by
vendors and prospective target businesses.

In the event that the proceeds
in the Trust Account are reduced below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust
Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the
amount of interest which may be withdrawn to pay taxes, if any, 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 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. We have not asked our Sponsor to reserve for such indemnification obligations and we cannot assure you that our Sponsor
would be able to satisfy those obligations. 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 $10.10 per public 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. We will have access
to up to approximately $1,100,000 from the proceeds of the IPO with which to pay any such potential claims (including costs and expenses
incurred in connection with our liquidation, currently estimated to be no more than approximately $1,100,000). In the event that we liquidate
and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our
Trust Account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $775,000 we
may fund such excess with funds from the funds not to be held in the Trust Account. In such case, the amount of funds we intend to be
held outside the Trust Account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less
than our estimate of $1,100,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding
amount.

Under the DGCL, stockholders may be held liable for claims by third
parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account
distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination
by August 13, 2026 (assuming full extension) may be considered a liquidating distribution under Delaware law. If the corporation complies
with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims
against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period
during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions
are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s
pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the
third anniversary of the dissolution.

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Furthermore, if the pro rata portion of our Trust Account distributed
to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by
August 13, 2026 (assuming full extension), is not considered a liquidating distribution under Delaware law and such redemption distribution
is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances
that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then
be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we are
unable to complete our initial business combination by August 13, 2026 (assuming full extension), 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 subject
to lawfully available funds therefor, 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 on the funds held in the Trust Account and not previously released
to us to pay our taxes (less up to $50,000 interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (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 stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our
intention to redeem our public shares as soon as reasonably possible following our 15th month and, therefore, we do not
intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions
received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying
with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will
provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent
10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to
searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment
bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement,
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. As a result
of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result
in any liability extending to the Trust Account is remote. Further, our Sponsor may be liable only to the extent necessary to ensure that
the amounts in the Trust Account are not reduced below (i) $10.10 per public share or (ii) such lesser amount per public share held
in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case
net of the amount of interest withdrawn to pay taxes, if any, and will 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 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.

If we file a bankruptcy petition
or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject
to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over
the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to
return $10.10 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy
court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having
breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of
punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you
that claims will not be brought against us for these reasons.

Our public stockholders will
be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) the completion of our initial business
combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions
of our amended and restated certificate of incorporation (A) to modify the substance or timing of the ability of holders of our public
shares to seek redemption in connection with our initial business combination or our obligation to redeem 100% of our public shares if
we do not complete our initial business combination within the prescribed time period or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of our
public shares if we are unable to complete our business combination within the prescribed time period, subject to applicable law. In no
other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account. In the event we seek stockholder
approval in connection with our initial business combination, a stockholder’s voting in connection with the initial business combination
alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. Such
stockholder must have also exercised its redemption rights as described above. These provisions of our amended and restated certificate
of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

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Competition

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

Facilities

Our executive offices are
located at 875 Washington Street, New York, NY 10014 and our telephone number is (315) 636-6638. Our executive offices are provided to
us by our Sponsor. We have agreed to pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities and secretarial
and administrative support. We consider our current office space adequate for our current operations.

Employees

We currently have two officers,
namely Mr. Cheuk Hang Chow, our Chief Executive Officer and Mr. Felix Wong, our Chief Financial Officer. These individuals are not obligated
to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs
until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether
a target business has been selected for our initial business combination and the stage of the initial business combination process we
are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.