NASDAQ: RIBBR

We may retain all of our available funds and any
future earnings following a business combination to fund the development and growth of our business. As a result, we may not expect to
pay any cash dividends in the foreseeable future.

We believe our management team is well positioned
to identify attractive risk-adjusted returns in the marketplace and that our professional contacts and transaction sources, ranging from
industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial
sector service providers and participants, in addition to the geographical reach of our affiliates, will enable us to pursue a broad range
of opportunities. Our management believes that its collective ability to identify and implement value creation initiatives has been an
essential driver of past performance and will remain central to its differentiated acquisition strategy.

Initial Public Offering and Private Placement

In August 2024, the Company issued 1,437,500 Class
B ordinary shares, $0.0001 per share to the Sponsor, the initial shares, for an aggregated consideration of $25,000. The Class B ordinary
shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our
initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments described
in our Registration Statement. In addition, 187,500 of such initial shares were forfeited as the underwriters’ over-allotment option
in the initial public offering was not exercised.

On January 16, 2025, the Company consummated its
initial public offering (the “IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one Class A ordinary
share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right to receive one-seventh (1/7th) of
one Class A ordinary share upon the consummation of the Company’s initial business combination. The Units were sold at an offering
price of $10.00 per Unit, generating total gross proceeds of $50,000,000. The Company also granted the underwriters a 45-day option to
purchase up to an additional 750,000 units to cover over-allotments, if any.

1

Simultaneously with the consummation of the IPO
and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 220,000 Units (the “Placement
Units”), each Placement Unit consisting of one Class A ordinary share and one right to receive one-seventh (1/7th) of one Class
A ordinary share, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,200,000. The issuance of the
Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.

A total of $50,000,000 of the net proceeds from
the IPO and the Private Placement were placed in a U.S.-based trust account established for the benefit of the Company’s public
shareholders and maintained by Odyssey Trust Company, acting as trustee.

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

Since our IPO, our sole business activity has been identifying and
evaluating suitable acquisition transaction candidates. On June 30, 2025, we entered into a Business Combination Agreement with DRC Medicine
Inc., DRC Medicine Ltd. and DRC Merger Inc., as disclosed in our Current Report on Form 8-K filed on July 1, 2025, and we are currently
focused on completing the proposed business combination. We presently have no revenue and have had losses since inception from incurring
formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our
operations.

On March 7, 2025, holders of the Company’s
units could elect to separately trade the ordinary shares and rights included in its units. The ordinary shares and rights are expected
to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbols “RIBB” and “RIBBR,” respectively.
Units not separated will continue to trade on Nasdaq under the symbol “RIBBU.” Holders of units will need to have their brokers
contact the Company’s transfer agent, Odyssey Trust Company, in order to separate the holders’ Units into ordinary shares
and rights.

COMPETITIVE ADVANTAGES

Seasoned management team with proven track
record

Our management team is led by Mr. Angshuman (Bubai) Ghosh, our chairman
and chief executive officer, who has almost three decades of combined experience in cross-border mergers and acquisitions, capital raising,
deal-making and investment. Our mission is to maximize shareholder value by identifying an acquisition target with significant growth
prospects. The breadth and depth of our management team’s experience empower us to adeptly identify, thoroughly assess, and strategically
structure transactions to the advantage of all shareholders. Additionally, we are positioned to source deals through our sponsor or their
affiliates, enhancing our capacity to realize our strategic objectives.

Leveraging the extensive experience of our management team, which comprises
executives of different companies across multiple sectors and industries, we have a distinct advantage in sourcing, evaluating and consummating
an attractive transaction. We believe that our management’s track record of identifying and sourcing business combination targets
positions us well to appropriately evaluate potential candidates and select the one that will be well received by the public markets

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Differentiated access to deal sourcing and
leading industry relationships

Our target identification and selection process has leveraged, and
we expect will continue to leverage, the broad and deep relationship network of our management team, sponsor and other strategic and operating
partners across corporate executives, founders, venture capitalists and private equity firms. We believe that, through their broad range
of industry contacts and deep industry insights, we have been able to identify and access, and will continue to evaluate, a differentiated
pipeline of high-quality business combination opportunities. Following the execution of the Business Combination Agreement described above,
we are currently focused on completing the proposed business combination. We expect these sourcing capabilities will be further bolstered
by our reputation and deep industry relationships.

Strong understanding of the public and private
markets

We believe that the significant experience of our management team in
biotechnology, capital markets and M&A transactions has been instrumental in identifying and evaluating potential business combination
opportunities, including the proposed business combination described above, and will continue to support us in consummating such transaction.
Our ability to assess potential target companies at a high diligence standard increases the likelihood that a company is suitable for
public listing, together with our experienced judgement on how well a target company will trade in the public markets, will be essential
to our selection process and ability to create shareholder value.

Robust execution and structuring capabilities

Our combined expertise and reputation will allow us to source and complete
transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex
and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. We are
currently focused on executing the proposed business combination and believe that our experience in structuring and negotiating transactions
will support the successful completion of such transaction.

BUSINESS STRATEGIES

We will seek to capitalize on the strength of our management team.
Our team consists of experienced financial and consulting services, fintech and senior operating executives of companies operating in
multiple jurisdictions. Collectively, our officers and directors have decades of combined experience in cross-border mergers and acquisitions,
capital raising, deal-making and investment. We believe we will benefit from their accomplishments, and specifically, their current activities,
in identifying attractive acquisition opportunities. However, there is no assurance that we will complete a business combination. On June
30, 2025, we entered into a Business Combination Agreement with DRC Medicine Inc., DRC Medicine Ltd. and DRC Merger Inc., as disclosed
in our Current Report on Form 8-K filed on July 1, 2025, and we are currently focused on completing the proposed business combination.
We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets.

There is no restriction in the geographic location of targets we can
pursue. In particular, we intend to focus our search for an initial business combination on private companies that have compelling economics
and clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S.
public capital markets. Following the execution of the Business Combination Agreement described above, we are no longer pursuing other
prospective targets and are focused on completing the proposed business combination. We will not undertake our initial business combination
with any company being based in or having the majority of the company’s operations in Greater China other than pursuant to the Business
Combination Agreement described above.

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ACQUISITION CRITERIA

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

●
Established businesses with long-term financial visibility. We will seek to acquire a target that has already generated, or has the near-term potential to generate, strong and stable cash flow, with predictable and recurring revenue streams.

●
Defensible market position. We intend to seek target businesses with strong positions in an industry where they have disruptive or leading competitive technology, distinctive brand equity and/or product competencies.

●
Growth opportunities through capital investment. We intend to seek candidates who may be at a point of achieving high growth and require additional expertise or capital to help drive their further expansion.

●
Talented and incentivized management team with a proven track record. We will focus on candidates with a strong and experienced management team that has a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner with a management team that is well-incentivized and aligned in interest to create enduring shareholder value, with the ambition to take advantage of the improved liquidity and additional capital that can come from a successful U.S. public listing. We expect that the operating and financial abilities of our management and board will help potential target companies to unlock opportunities for future growth and enhanced profitability.

●
Benefit from being a public company. We intend to pursue a business combination with a company that we believe will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile associated with being a public company. We expect that the access to the public capital markets could allow such a target business to accelerate its growth, thereby enhancing its ability to pursue accretive acquisitions, high-return capital projects, and/or strengthen its balance sheet and recruit and retain key employees through the use of publicly-traded equity compensation.

●
Benefit uniquely from our capabilities. We will seek to acquire a business where the collective capabilities of our management and sponsor can be leveraged to tangibly improve the operations and market position of the target.

●
Attractive risk-adjusted returns. We intend to acquire a target that we believe can offer attractive risk-adjusted returns on the investments of our shareholders.

This criteria does not intend to be exhaustive. Any evaluation relating
to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as
other considerations, factors and criteria that our sponsor and management team may deem relevant. In the event that we decide to enter
into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that
the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which,
as discussed in this Annual Report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would
file with the U.S. Securities and Exchange Commission, or the SEC. Following the execution of the Business Combination Agreement, we are
currently focused on completing the proposed business combination.

Permission Required from the Chinese
Authorities for a Business Combination

As a Cayman Islands exempted company with no operations
in China and a sponsor that is a Cayman Islands limited liability company, we are currently not required to obtain permission from any
of the PRC authorities to operate and issue our securities to non-PRC investors. However, we cannot guarantee whether permission will
be required from the PRC authorities in the course of our initial business combination process.

The Regulations on Mergers and Acquisitions of
Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies in 2006 and amended
in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities in a PRC company to obtain
the approval of the China Securities Regulatory Commission (the “CSRC”) prior to the listing and trading of such special purpose
vehicle’s securities on an overseas stock exchange. However, substantial uncertainty remains regarding the scope and applicability
of the M&A Rules to offshore special purpose vehicles.

Recently, the General Office of the Central Committee
of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal
Securities Activities According to Law (the “Opinions”), which call for strengthened regulation over illegal securities activities
and supervision on overseas listings by China-based companies and propose to take effective measures, such as promoting the development
of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.

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On February 17, 2023, the CSRC promulgated
the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”),
which will take effect on March 31, 2023. The Trial Administrative Measures further stipulate the rules and requirements for overseas
offering and listing conducted by PRC domestic companies. After the Trial Administrative Measures take effect, if we decide to consummate
our initial business combination with a target business based in and primarily operating in China, the target company and/or combined
company may be required to go through the filing procedure to satisfy the filing requirements. We cannot assure you that we will be able
to complete such process on time, which could adversely affect our potential business combination with a PRC operating business and the
business, financial condition and results of operations of the combined company.

While the application of the M&A Rules remains
unclear and the interpretation and implementation of the Opinions and the Trial Administrative Measures also remain unclear at this stage,
based on our understanding of the current PRC laws and regulations in effect at the time of this Annual Report, no prior permission is
required under the M&A Rules, the Opinions, or the Trial Administrative Measure from any PRC governmental authorities (including the
CSRC) for consummating this offering by our company. However, there can be no assurance that the relevant PRC governmental authorities,
including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate
new rules or new interpretation of current rules to require us to obtain CSRC or other PRC governmental approvals for this offering or
for the business combination if we decide to consummate the business combination with a target business based in and primarily operating
in China.

We currently do not hold any equity interest in
any PRC company or operate any business in China. Therefore, we do not believe we are required to obtain any permission from any PRC governmental
authorities to operate our business as currently conducted or to conduct this offering and offer securities to foreign investors. As of
the date of this Annual Report, we and our directors and officers have not applied for or received any permission or approvals for this
offering or for our search for an initial business combination target company post offering. We have been closely monitoring regulatory
developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings,
including this offering and a potential business combination with a target business based in and primarily operating in China. As of the
date of this Annual Report, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from
the CSRC or any other governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and
implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. If it is determined
in the future that the approval of the CSRC, The Cyberspace Administration of China (the “CAC”) or any other regulatory authority
is required for this offering, we or our post-business combination company may face sanctions by the CSRC, the CAC or other PRC regulatory
agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside
of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering into China or take other
actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as
the trading price of our securities. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making
it advisable for us, to halt this offering before settlement and delivery of our units. Consequently, if you engage in market trading
or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not
occur. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals
for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain
such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect
on the trading price of our securities.

5

Initial Business Combination

Nasdaq rules require that our initial business
combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the
balance in the trust account (less any taxes payable on interest earned) at the time of our signing a definitive agreement in connection
with our initial business combination. If our Board of Directors is not able to independently determine the fair market value of the target
business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly
renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We do not intend to purchase
multiple businesses in unrelated industries in conjunction with our initial business combination.

On June 30, 2025, we entered into a Business Combination Agreement with DRC Medicine Inc., DRC Medicine Ltd.
and DRC Merger Inc., as disclosed in our Current Report on Form 8-K filed on July 1, 2025, and we are currently focused on completing
the proposed business combination, although there can be no
assurance that such transaction will be completed.

We will have until 12 months from the closing of this offering (or
such later date as may be approved by our shareholders to extend the period to consummate an initial business combination) to consummate
an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within
12 months, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date
by which we must consummate our initial business combination. If we seek shareholder approval for an extension, our public shareholders
will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares, subject
to applicable laws. If we are unable to consummate our initial business combination within the 12-month period or such period that may
be extended, 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 (net of taxes payable and less
interest to pay dissolution expenses up to $100,000) divided by the number of then issued and outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining shareholders and our board of directors, liquidate and dissolve. However, we may not be able to distribute such amounts
as a result of claims of creditors which may take priority over the claims of our public shareholders. In the event of our liquidation
and subsequent dissolution, the rights will expire and will be worthless.

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

If we are unable to complete the proposed business combination, we may continue to evaluate alternative business
combination opportunities, subject to the time remaining under our amended and restated memorandum and articles of association.

6

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, venture capital, funds leveraged buyout funds, and operating businesses seeking strategic
acquisitions. On June 30, 2025, we entered into a Business Combination Agreement, and we are currently focused on completing the proposed
business combination; however, we may continue to face competition in completing such transaction. Many of these entities are well established
and have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these
competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will
be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target
business. Furthermore, the requirement that, so long as our securities are listed on Nasdaq, we acquire a target business or businesses
having a fair market value equal to at least 80% of the value of the trust account (less any deferred underwriting commissions and taxes
payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the agreement to enter
into the business combination, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights,
and our outstanding rights and the potential future dilution they represent, may not be viewed favorably by certain target businesses.
Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.

If we succeed in effecting a business combination,
there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to
a business combination, we will have the resources or ability to compete effectively.

Our Investment Process

In evaluating a prospective target business, we expect to conduct a
thorough due diligence review, which will encompass, among other things, meetings with incumbent management and employees, document reviews,
inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize
our operational and capital planning experience. On June 30, 2025, we entered into a Business Combination Agreement, and we are currently
focused on completing the proposed business combination; however, we conducted the due diligence process described above in connection
with our evaluation of such target. Due to the relationships among our sponsor, management team and their respective affiliates, we believe
that we will have the capacity to appropriately source opportunities, and to conduct critical business, financial and other analyses of
prospective target businesses ourselves, and accordingly, relative to other blank check companies, we believe we have less reliance on
unaffiliated third parties to provide such key elements of the investment process.

Each of our directors and officers presently has,
and in the future any of our directors and officers may have additional, fiduciary or contractual obligations to other entities pursuant
to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to
his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity
which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor
his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such
entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, subject to his or her fiduciary
duties under Cayman Islands laws, we renounce our interest or expectancy in any corporate opportunity offered to any officer or director
and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine
our ability to complete our business combination. See “Directors, Executive Officers and Corporate Governance — Conflicts
of Interest”.

Sourcing of Potential Business Combination
Targets

We believe that the operational and transactional experience of our
management team and their respective affiliates, and the relationships they have developed as a result of such experience, will provide
us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network
of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses,
relationships with sellers, financing sources and target management teams and experience in executing transactions under varying economic
and financial market conditions. On June 30, 2025, we entered into a Business Combination Agreement, and we are currently focused on completing
the proposed business combination; however, the sourcing capabilities described above were instrumental in identifying such target. We
believe that these networks of contacts and relationships will provide us important sources of investment opportunities. In addition,
we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment
market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

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Our acquisition criteria, due diligence processes
and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination
may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet
the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications
related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or
proxy solicitation materials that we would file with the SEC.

We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our sponsor, officers or directors, or making the acquisition through a joint
venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business
combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would
obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for
the type of company we are seeking to acquire or an 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.

Unless we complete our initial business combination
with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target business or businesses,
we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation
opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target
is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of
our Board of Directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards
used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

As more fully discussed in “Directors, Executive
Officers and Corporate Governance — Conflicts of Interest,” if any of our officers or directors becomes aware of a 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, subject to his or her fiduciary duties under Cayman Islands law. All of our officers currently have certain
relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Other Acquisition Considerations

Members of our management team may directly or
indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, 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.

Status as a Public Company

We believe our structure will make us an attractive business combination
partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public
offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares
of stock in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration to
the specific needs of the sellers. On June 30, 2025, we entered into a Business Combination Agreement, and we are currently focused on
completing the proposed business combination. Although there are various costs and obligations associated with being a public company,
we believe target businesses will find this method a more certain and cost-effective method to becoming a public company than the typical
initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public
reporting efforts that may not be present to the same extent in connection with a business combination with us.

8

Furthermore, once a proposed 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. Once
public, we believe the target business would then have greater access to capital and an additional means of providing management incentives
consistent with shareholders’ interests. It 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 have a negative view of us
since we are a blank check company, without an operating history, and there is uncertainty relating to our ability to obtain shareholder
approval of our proposed initial business combination and retain sufficient funds in our trust account in connection therewith.

We are an “emerging growth company,”
as defined in the JOBS Act. 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 this offering, (b) in which we have total annual gross revenue of at least $1.235 billion,
or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates
exceeds $700 million as of the prior December 31, 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.

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

Financial Position

With funds available for a business combination initially in the amount
of approximately $50,000,000, before redemptions and subject to interest earned and expenses, 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 ratio. On June 30, 2025, we entered into a Business Combination Agreement, and
we are currently focused on completing the proposed business combination. 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 currently engaged in activities related to our proposed initial business combination. On June 30, 2025,
we entered into a Business Combination Agreement with DRC Medicine Inc., DRC Medicine Ltd. and DRC Merger Inc., as disclosed in our Current
Report on Form 8-K filed on July 1, 2025. We intend to effect our initial business combination using cash from the proceeds of our offering
and the private placement of the private placement units, our shares, debt or a combination of these as the consideration to be paid in
our initial business combination. We may, although we do not
currently intend to, 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, start-up companies or companies with speculative business plans or excess leverage, which
would subject us to the numerous risks inherent in such companies and businesses.

9

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 ordinary shares, 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.

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 the case of an initial business combination funded with assets other
than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms
of the financing and, only if required by law, we would seek shareholder 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, other than as contemplated
by the Business Combination Agreement described above, 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.

Selection of a target business and structuring
of our initial business combination

Nasdaq rules require that our initial business combination must be
with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust
account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement
in connection with our initial business combination. The fair market value of the target or targets 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 or value
of comparable businesses. Our shareholders will be relying on the business judgment of our Board of Directors, which will have significant
discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation
may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation
materials, as applicable, related to our initial business combination. On June 30, 2025, we entered into a Business Combination Agreement
with DRC Medicine Inc., DRC Medicine Ltd. and DRC Merger Inc., as disclosed in our Current Report on Form 8-K filed on July 1, 2025, and
we are currently focused on completing the proposed business combination.

If our board is not able to independently determine
the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another
independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting
firm, with respect to the satisfaction of such criteria. 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 valued for purposes of the 80% of net assets
test. There is no basis for investors in this offering 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.

10

In evaluating a prospective target business, we
expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees,
document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which 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.
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’s management may not prove to be correct. While we have entered into a Business Combination Agreement, we may still
have limited ability to fully evaluate the target’s management team and their ability to operate a public company. 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. While it is possible
that one or more of our directors will remain aSssociated 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 a 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 such additional managers will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.

11

Shareholders may not have the ability to approve
our initial business combination

We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association.
However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder
approval for business or other legal reasons.

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

●
we issue ordinary shares that will be equal to or in excess of 20% of the number of ordinary shares then outstanding (other than in a public offering);

●
any of our directors, officers or substantial shareholders (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 ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or

●
the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

Permitted purchases of our securities

In the event we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares 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 such persons may purchase. 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. In the event our sponsor, directors, officers, advisors or their affiliates
determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could
have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to
purchase shares 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. Such a purchase may include a
contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof
and therefore agrees not to exercise its redemption rights. Subsequent to the consummation of this offering, we will adopt an insider
trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in
possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently
determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors,
including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such
purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

In the event that our sponsor, directors, officers,
advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to
exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.
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.

12

The purpose of such purchases would be 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. This may result in the completion
of our initial business combination that may not otherwise have been possible. 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.

In addition, if such purchases are made, the public
“float” of our ordinary shares 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. However,
in the event our sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, such purchases
would by structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through
adherence to the following:

●
the Company’s registration statement/proxy statement filed for its business combination transaction would disclose the possibility that the Company’s sponsor, directors, officers, advisors or their affiliates may purchase shares from public shareholders outside the redemption process, along with the purpose of such purchases;

●
if the Company’s sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through the Company’s redemption process;

●
the Company’s registration statement/proxy statement filed for its business combination transaction would include a representation that any of the Company’s securities purchased by the Company’s sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction;

●
the Company’s sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to the Company’s securities or, if they do acquire and possess redemption rights, they would waive such rights; and

●
the Company would disclose in its Form 8-K, before to the Company’s security holder meeting to approve the business combination transaction, the following material items:

○
the amount of the Company’s securities purchased outside of the redemption offer by the Company’s sponsor, directors, officers, advisors or their affiliates, along with the purchase price;

○
the purpose of the purchases by the Company’s sponsor, directors, officers, advisors or their affiliates;

○
the impact, if any, of the purchases by the Company’s sponsor, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved;

○
the identities of Company security holders who sold to the Company’s sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who sold to the Company’s sponsor, directors, officers, advisors or their affiliates; and

○
the number of Company securities for which the Company has received redemption requests pursuant to its redemption offer.

13

Our sponsor, officers, directors, advisors and/or
their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors, advisors or their affiliates
may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted
by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor,
officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders
who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business combination.
Such persons would select the shareholders from whom to acquire shares based on the number of shares available, the negotiated price per
share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction
may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with 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,
advisors 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, advisors and/or their affiliates
will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Redemption rights for public shareholders upon
completion of our initial business combination

We will provide our public shareholders with the opportunity to redeem
all or a portion of their ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business
combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares,
subject to the limitations described herein. On June 30, 2025, we entered into a Business Combination Agreement and are currently focused
on completing the proposed business combination. The amount in the trust account is initially anticipated to be approximately $10.00 per
public share, before redemptions and subject to interest earned and expenses (subject to increase of up to an additional $0.10 per public
share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail
in this prospectus). Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to their initial shares and any public shares they may hold in connection with the completion
of our initial business combination.

Manner of Conducting Redemptions

We will provide our public shareholders with the
opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination either (i) in
connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to
whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our
discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would
require us to seek shareholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and
stock purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any
transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum
and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to
the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirement or we choose to
seek shareholder 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 Nasdaq rules.

14

If a shareholder vote is not required and we do
not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and
articles of association:

●
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 our ordinary shares
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 shareholders 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 both immediately prior to and upon consummation of our initial business
combination (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. If public shareholders tender more shares
than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

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

●
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.

We expect that a final proxy statement would be
mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be
made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions
in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and
procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing
or Exchange Act registration.

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

15

If we seek shareholder approval, we will complete
our initial business combination only if a majority of the issued and outstanding ordinary shares voted are voted in favor of the business
combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have
agreed (and their permitted transferees will agree) to vote any initial shares held by them and any public shares purchased during or
after this offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance
with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination
transaction) in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial
business combination, our sponsor and its permitted transferees will own 22.72% of our issued and outstanding ordinary shares (including
private placement shares) entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether
they vote for or against the proposed transaction. In addition, our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their initial shares and public shares in
connection with the completion of a business combination.

Our amended and restated memorandum and articles
of association provide 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 both immediately prior to and upon consummation of our initial business combination (so that we are not subject to the
SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test
or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed 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
business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly
submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary
shares submitted for redemption will be returned to the holders thereof.

Limitation on redemption upon completion of
our initial business combination if we seek shareholder approval

Notwithstanding the foregoing, if we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an
aggregate of 15% of the shares sold in this offering, which we refer to as the “Excess Shares.” We believe this restriction
will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to
exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its affiliates to purchase
their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public
shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights
if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or
on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in this offering,
we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial
business combination, particularly in connection with a business combination with a target that requires as a closing condition that we
have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all
of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors have, pursuant
to a letter agreement entered into with us and waived their right to have any initial shares or public shares held by them redeemed in
connection with our initial business combination. Unless any of our other affiliates acquires initial shares through a permitted transfer
from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However,
to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public
shareholder and restricted from seeking redemption rights with respect to any Excess Shares.

16

Tendering share certificates in connection
with a tender offer or redemption rights

We may require our public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender
their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents, or up to two business days
prior to the vote on the proposal to approve the 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,
rather than simply voting against the initial business combination. 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 shareholders
to satisfy such delivery requirements. Accordingly, a public shareholder 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 business combination if we distribute proxy materials,
as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender
offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to
public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available
to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction
with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders 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.

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 shareholders’ vote on an initial business combination, and a holder could simply
vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her
redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to
deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion
of the business combination during which he or she could monitor the price of the company’s shares 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 shareholders were aware they needed to commit before the shareholder
meeting, would become “option” rights surviving past the completion of the 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 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 shareholder 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 shareholders 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 business combination is
not completed, we may continue to try to complete a business combination with a different target until 12 months from the closing of this
offering.

17

Redemption of public shares and liquidation
if no initial business combination

Our sponsor, officers and directors have agreed that we will have only
12 months from the closing of this offering (as of December 31, 2025) to complete our initial business combination. If we are unable to
complete our initial business combination within such 12-month period, we will: (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest
to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which
redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption
rights or liquidating distributions with respect to our public rights or private placement rights, which will expire worthless if we fail
to complete our initial business combination within the 12-month time period. Subsequent to December 31, 2025, our shareholders approved
an extension of the period to consummate an initial business combination, as disclosed in our Current Report on Form 8-K filed in January
2026.

Our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their initial
shares if we fail to complete our initial business combination within 12 months from the closing of this offering (as of December 31,
2025). However, if our sponsor acquires public shares after this offering, they will be entitled to liquidating distributions from the
trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 12-month
time period.

Our sponsor, officers and directors have agreed,
pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing
of this offering or (ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination activity,
unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest
shall be net of taxes payable) 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 both immediately prior to and upon consummation of our initial
business combination (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.

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 funds
held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. 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, we may request the trustee to release to us an additional amount
of such accrued interest to pay those costs and expenses.

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If we were to expend all of the net proceeds of
this offering and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking
into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution
would be approximately $10.00 (subject to increase of up to an additional $0.10 per public share in the event that our sponsor elects
to extend the period of time to consummate a business combination, as described in more detail in this prospectus). The proceeds deposited
in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of
our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially
less than $10.00 per public share. 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 (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public
shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be
prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement
waiving such claims to the monies held in the trust account, our management will 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. 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. Upon redemption of our public shares, if we are unable to complete our
initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial
business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against
us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a
vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amount of funds in the trust account to below (i) $10.00 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, except as to any claims by a third party who executed
a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters
of this offering 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, then our sponsor will not be responsible to the extent of any liability for such third-party
claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe
that our sponsor’s only assets are securities of our company. None of our other officers 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) $10.00 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, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no
indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against
our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action
on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising
their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors
the actual value of the redemption price will not be substantially less than $10.00 per public share.

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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 (other
than our independent auditors), 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 this offering against certain liabilities, including liabilities under the Securities
Act. We will have access to up to $50,000,000 from the proceeds of this offering and the sale of the private placement units, 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 $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and
liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the
event that our offering expenses exceed our estimate of $10.00, 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 $10.00, the amount of funds we intend to be held outside
the trust account would increase by a corresponding amount.

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 shareholders.
To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our
public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is
not dismissed, any distributions received by shareholders 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
all amounts received by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors
and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders
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 shareholders will be entitled to receive
funds from the trust account only upon the earlier of (i) the completion of our initial business combination, (ii) the redemption of any
public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association
to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to
redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering
or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption
of all of our public shares if we are unable to complete our initial business combination within 12 months from the closing of this offering
, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account.
In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection
with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share
of the trust account. Such shareholder must have also exercised its redemption rights described above.

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Amended and Restated Memorandum and Articles
of Association

Our amended and restated memorandum and articles
of association contains certain requirements and restrictions relating to this offering that will apply to us until the consummation of
our initial business combination. If we seek to amend any provisions of our amended and restated memorandum and articles of association
relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity
to redeem their public shares in connection with any such vote. Our sponsor, officers and directors have agreed to waive any redemption
rights with respect to their initial shares and public shares in connection with the completion of our initial business combination. Specifically,
our amended and restated memorandum and articles of association provide, among other things, that:

●
prior to the consummation of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) or (2) provide our public shareholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) in each case subject to the limitations described herein;

●
we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination;

●
if our initial business combination is not consummated within 12 months from the closing of
this offering (as of December 31, 2025), subject to any extension of such period as approved by our shareholders, then our existence will
terminate and we will distribute all amounts in the trust account; and

●
prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

These provisions cannot be amended without the
approval of holders of at least two-thirds of our ordinary shares who, being entitled to do so, attend and vote at a general meeting.
In the event we seek shareholder approval in connection with our initial business combination, our amended and restated memorandum and
articles of association provide that we may consummate our initial business combination only if approved by a majority of the ordinary
shares voted by our shareholders at a duly held shareholders meeting.

Conflicts of Interest

Each of our officers and directors presently has,
and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant
to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to
his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity
which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor
his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such
entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, subject to his or her fiduciary
duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director 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. We do not believe,
however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete
our business combination.

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Indemnity

Our sponsor has agreed that it will be liable
to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with
which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 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 the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to
any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims
under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible
to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds
to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked
our sponsor to reserve for such obligations.

Employees

We currently have two officers. Members of our
management team 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 that our officers or
any other members of our management team will devote in any time period will vary based on whether a target business has been selected
for our initial business combination and the current stage of the business combination process.