Aimei Health Technology Co., Ltd S-1/A, filed Aug 31, 2023

Aimei Health Technology Co., Ltd. (AFJK)

S-1/A 2023-08-31

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Cayman Islands		6770		N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

SUMMARY	1
The Offering	12
RISK FACTORS	25
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	69
USE OF PROCEEDS	70
DIVIDEND POLICY	73
DILUTION	74
CAPITALIZATION	76
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	77
PROPOSED BUSINESS	81
MANAGEMENT	102
PRINCIPAL SHAREHOLDERS	109
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	111
DESCRIPTION OF SECURITIES	112
CERTAIN DIFFERENCES IN CORPORATE LAW	118
ANTI-MONEY LAUNDERING — CAYMAN ISLANDS	123
SECURITIES ELIGIBLE FOR FUTURE SALE	126
TAXATION	127
UNDERWRITING	137
LEGAL MATTERS	144
EXPERTS	144
WHERE YOU CAN FIND ADDITIONAL INFORMATION	144

	●	Adverse changes in political and economic policies or political or social conditions of the PRC government could have a material adverse effect on the overall economic growth of China;

	●	Uncertainties with respect to the PRC legal system could limit legal protections available to you and us;

	●	It may be difficult for overseas regulators to conduct investigations or collect evidence within China

	●	PRC companies in certain business sectors are required to undergo national security review or obtain clearance from relevant authorities if necessary before making any filings with the CSRC.

	●	PRC companies must comply with national secrecy and data security laws with respect to any data disclosure.

	●	CSRC has the authority to and may block offshore listings that: (1) are explicitly prohibited by law; (2) may endanger national security; (3) involve criminal offenses such as corruption, bribery, embezzlement, misappropriation of property by the issuer, its controlling persons (with a three-year lookback); (4) involve the issuer under investigations for suspicion of criminal offenses or major violations of laws and regulations; or (5) involve material ownership disputes.

Securities offered		5,000,000 units, at $10.00 per unit, each unit consisting of one ordinary share, one right and one warrant. Each warrant entitles the holder thereof to purchase three-fourths (3/4) of one ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Each right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination, as described in more detail in this prospectus.

Listing of our securities and proposed symbols		We anticipate the units, and the ordinary shares, rights and warrants once they begin separate trading, will be listed on Nasdaq under the symbols “AFJKU,” “AFJK,” “AFJKR,” and “AFJKW,” respectively. Each of the ordinary shares, rights and warrants may trade separately on the 52^nd day after the date of this prospectus unless Spartan Capital Securities, LLC determines that an earlier date is acceptable; provided that no fractional warrants or rights will be issued and only whole warrants will trade. In no event will Spartan Capital Securities, LLC allow separate trading of the ordinary shares and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering and the sale of the public units. Once the ordinary shares, rights and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into ordinary shares, rights and warrants. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place two business days from the date the units commence trading. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. We will also include in the Current Report, or amendment thereto, or in a subsequent Current Report on Form 8-K, information indicating if Spartan Capital Securities, LLC has allowed separate trading of the ordinary shares, rights and warrants prior to the 52^nd day after the date of this prospectus.

Ordinary shares:

Number of issued and outstanding before this offering		1,437,500 ordinary shares (includes up to an aggregate of 187,500 founder shares that are subject to forfeiture by our initial shareholders if the over-allotment option is not fully exercised by the underwriters)

Number to be issued and outstanding after this offering and sale of private units		6,625,000 ordinary shares (assumes the over-allotment option has not been exercised and an aggregate of 187,500 founder shares have been forfeited by our sponsor as a result thereof). This amount includes 5,000,000 ordinary shares issued in this offering as part of the Units, 1,250,000 founder shares, 325,000 ordinary shares which are part of the private units and 50,000 Representative Shares.

Rights:

Number to be outstanding before this offering		0

Number to be outstanding after this offering and the sale of private units		5,325,000 (Includes 5,000,000 public rights and 325,000 private rights. If the over-allotment option is exercised in full, there will be a total of 6,105,000 rights outstanding, including an aggregate of 355,000 rights underlying the private units.)

Terms of the Rights:		Except in cases where we are not the surviving company in a business combination, each holder of a public right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of our initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will be rounded down to the nearest whole share. As a result, you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

Warrants:

Number outstanding before this offering		0 warrants

Number to be outstanding after this offering and sale of private units		5,325,000 warrants (assumes the over-allotment option has not been exercised)

Exercisability		Each whole warrant is exercisable for three-fourths (3/4) of one ordinary share. We will not issue fractional warrants.

Exercise price		$11.50 per share, subject to adjustment as described in this prospectus. No public warrants will be exercisable for cash unless we have an effective and current registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. It is our current intention to have an effective and current registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the issuance of the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is such an effective registration statement and during any period when we shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the trading day prior to the date of exercise. For example, if a holder held 150 warrants and the fair market value on the trading date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis.

		In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founders’ shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Exercise period	The warrants will become exercisable on the later of: (i) one (1) year after the date this registration statement is declared effective by the Securities and Exchange Commission and (ii) the consummation of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.

Redemption	We may redeem the outstanding warrants (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant:

		●	at any time while the warrants are exercisable,

		●	upon a minimum of 30 days’ prior written notice of redemption,

		●	if, and only if, the last sales price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending three trading days before we send the notice of redemption, and

		●	if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

			●	repayment of a loan of up to an aggregate of $750,000 if drawn from the sponsor to cover offering related and organizational expenses, unless sooner paid in accordance with the terms of the promissory note dated May 1, 2023;

			●	reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and

			●	repayment upon consummation of our initial business combination of any loans which may be made by our initial shareholders or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business combination.

●	We are an emerging growth company and smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

●	If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

●	If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

●	After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects may be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

●	Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

●	We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.

●	We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

●	We may undertake our initial business combination with an entity or business which is based in a foreign country, including China, and the laws and regulations of such foreign countries may not afford U.S. investors or regulatory agencies access to information normally available to them with respect to U.S. based entities.

●	Trading in our securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditor. In that case, Nasdaq would delist our securities. The delisting of our securities, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections may deprive our investors with the benefits of such inspections.

●	U.S. laws and regulations, including the HFCA Act, may restrict or eliminate our ability to complete a business combination with certain companies, particularly those acquisition candidates with substantial operations in China.

●	Recent regulatory actions by the government of the People’s Republic of China with respect to foreign capital efforts and activities, including Business Combinations with offshore shell companies such as SPACS, may adversely impact our ability to consummate a business combination with a China based entity or business, or materially impact the value of our securities following any such business combination.

●	The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.

●	The Chinese government may intervene in and influence the manner in which our post-combination entity must conduct its business activities in ways that we cannot expect when we enter into a definitive agreement with a target company with major operation in China, which could result in a material change in our operations of the combined company and/or the value of our securities, and could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or become worthless. If the Chinese government establishes some new policies, regulations, rules, or laws affecting the industries that our post-combination entity is in, it may materially and adversely affect our operations and the value of our ordinary shares.

●	Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to you and us.

●	We will not conduct an initial business combination with any target company that conducts operations through VIEs, which may limit the pool of acquisition candidates we may acquire in the PRC and make it more difficult and costly for us to consummate a business combination with a target business operating in the PRC.

●	M&A Rules and other PRC regulations may make it more difficult for us to complete an acquisition of a target business.

●	If the approval of the China Securities Regulatory Commission is required in connection with this offering, we cannot predict whether we will be able to obtain such approval.

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

●	You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management and directors named in the prospectus based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

●	Given that some of our directors and officers have significant ties to China and Hong Kong, the Chinese government may exercise oversight and discretion over their conduct including their search for a target company, the Chinese government may intervene or influence our operations at any time, which could result in a material change in our search for a target business and/or the value of the securities we are registering.

●	Any actions by the Chinese government, including any decision to intervene or influence the operations of any future PRC subsidiary or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations of any future PRC subsidiary, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

●	Exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of this offering to acquire a target company in the PRC and limit our ability to utilize our cash flow effectively following our initial business combination.

●	Recent greater oversight by the PRC government and Cyberspace Administration of China over cybersecurity and data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our initial business combination, future business and any future offering of securities.

●	If we select a business combination target that operates in the PRC, the approval of the Cybersecurity Review Office (“CRO”), the Central Cyberspace Affairs Commission and/or other PRC authority may be required for our initial business combination under PRC law.

●	China Securities Regulatory Commission and other Chinese government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers. If the CSRC or another PRC regulatory body subsequently determines that its approval is needed for this offering, we cannot predict whether we will be able to obtain such approval. As a result, both you and us face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

●	Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may occur quickly quick with little advance notice and could have a significant impact upon our ability to operate profitably in the PRC.

	May 8, 2023			June 30, 2023
	(Audited)			(Unaudited)
Balance Sheet Data:
Working capital deficiency	$	(69,063	)	$	(210,151	)
Total assets	$	65,445		$	206,533
Total liabilities	$	69,063		$	210,151
Stockholders’ equity	$	(3,618	)	$	(3,618	)

	●	costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

	●	rules and regulations regarding currency redemption;

	●	complex corporate withholding taxes on individuals;

	●	laws governing the manner in which future business combinations may be effected;

	●	exchange listing and/or delisting requirements;

	●	tariffs and trade barriers;

	●	regulations related to customs and import/export matters;

	●	local or regional economic policies and market conditions;

	●	export limits of raw materials and related in-country value-added processing requirements

	●	unexpected changes in regulatory requirements;

	●	longer payment cycles;

	●	tax issues, such as tax law changes and variations in tax laws as compared to the United States;

	●	currency fluctuations and exchange controls, including devaluations and other exchange rate movements;

	●	rates of inflation;

	●	liquidity of domestic capital and lending markets and challenges in collecting accounts receivable;

	●	compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and similar laws in other countries, which prohibit U.S. companies and their intermediaries from engaging in bribery or other prohibited payments to foreign officials and require companies to keep books and records that accurately and fairly reflect the transactions of the company and to maintain an adequate system of internal accounting controls;

	●	cultural and language differences;

	●	employment regulations;

	●	underdeveloped or unpredictable legal or regulatory systems;

	●	corruption;

	●	protection of intellectual property;

	●	social unrest, crime, strikes, riots and civil disturbances;

	●	regime changes and political upheaval;

	●	terrorist attacks, natural disasters and wars;

	●	deterioration of political relations with the United States; and

	●	government appropriation of assets.

●	our ability to complete our initial business combination;

●	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●	our potential ability to obtain additional financing to complete our initial business combination;

●	our pool of prospective target businesses, including their industry and geographic location;

●	the ability of our officers and directors to generate a number of potential investment opportunities;

●	failure to list or delisting of our securities from Nasdaq or an inability to have our securities listed on Nasdaq following a business combination;

●	our public securities’ potential liquidity and trading;

●	the lack of a market for our securities; or

●	our financial performance following this offering or an initial business combination.

	Without Over- Allotment Option			Over-Allotment Option Exercised
Gross proceeds
From public offering	$	50,000,000		$	57,500,000
From private offering		3,250,000			3,550,000
Total gross proceeds	$	53,250,000		$	61,050,000

Offering expenses⁽¹⁾
Underwriting discount ⁽⁵⁾		1,000,000	⁽²⁾		1,150,000	⁽²⁾
Legal fees and expenses		255,000			255,000
Nasdaq listing fee		5,000			5,000
Printing and engraving expenses		10,000			10,000
Accounting fees and expenses		60,000			60,000
FINRA filing fee		11,000			11,000
SEC registration fee		10,000			10,000
Reimbursement to underwriters for expenses		140,000			140,000
Miscellaneous expenses		59,000			59,000
Total offering expenses	$	1,550,000		$	1,700,000

Net proceeds
Held in the trust account		51,000,000			58,650,000
Not held in the trust account		700,000			700,000
Total net proceeds	$	51,700,000		$	59,350,000

Use of net proceeds not held in the trust account^(3)(4(5)
Legal, accounting and other third party expenses related to business combination	$	250,000			35.7	%
SEC filing and other legal and accounting fees related to regulatory reporting obligations		130,000			18.6	%
Office space and other administrative expenses		120,000			17.1	%
D&O insurance premiums		150,000			21.4	%
Working capital to cover miscellaneous expense and general corporate purposes		50,000			7.2	%
Total	$	700,000			100.0	%

(1)	A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable portion of the Nasdaq listing fee and a portion of the legal and audit fees, have been paid from the funds advanced to us by our sponsor. These funds will be repaid out of the proceeds of this offering available to us.

(2)	No discounts or commissions will be paid with respect to the purchase of the private units.

(3)	The amount of proceeds not held in trust will remain constant at approximately $700,000 even if the over-allotment is exercised. The amount in the table above does not include interest available to us from the trust account to pay our tax obligations. The proceeds held in the trust account may be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

(4)	We estimate the pre-tax interest earned on the trust account will be approximately $652,800 per year, assuming an interest rate of 1.28% per year, which is the average of 2021-2022 U.S. Treasury Securities at 6-Month Constant Maturity; however, we can provide no assurances regarding this amount.

(5)	These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital.

(6)	The underwriters will receive $1,000,000 in the aggregate (or $1,150,000) if the underwriters’ over-allotment option is exercised in full) in cash upon the closing of this offering. The underwriters have agreed to defer underwriting commissions equal to 1.0% of the gross proceeds of this offering. Upon completion of our initial business combination, $500,000 ($575,000 if the over-allotment option is exercised in full), which constitutes the underwriters’ deferred commissions will be paid to the underwriters from the funds held in the trust account, and the remaining funds, less amounts released by the trustee to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.

	(a)	the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and

	(b)	our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.

	No exercise of over-allotment option					Exercise of over-allotment option in full
Public offering price				$	9.09				$	9.09
Pro forma net tangible book value before this offering	$	(0.15	)			$	(0.15	)
Increase attributable to new investors and private sales		2.25					2.20
Pro forma net tangible book value after this offering					2.10					2.05
Dilution to public shareholders				$	6.99				$	7.04

	Number		Percentage			Amount		Percentage
Initial Shareholders(1)		1,250,000		17.46	%	$	25,000		0.05	%	$	0.017
Private placement(2)		357,500		4.99	%		3,250,000		6.10	%	$	9.09
Public Shareholders(3)		5,500,000		76.84	%		50,000,000		93.85	%	$	9.09
Representative Shares(4)		50,000		0.71	%		-		-			-
		7,157,500		100.0	%	$	53,275,000		100.0	%

(1)	Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of an aggregate of 187,500 founder shares held by our sponsor.
(2)	Assumes issuance of additional 32,500 shares underlying the rights contained in the private unit holders and no exercise of the underwriters’ over-allotment option.
(3)	Assumes the issuance of an additional 500,000 shares underlying the rights issued to public shareholders upon the closing of this offering.
(4)	Assumes no exercise of the underwriters’ over-allotment option.

	Without Over- allotment			With Over- allotment
Numerator:
Net tangible book deficit before this offering	$	(210,151	)	$	(210,151	)
Net Proceeds from this offering and sale of the private Units⁽¹⁾		51,700,000		$	59,350,000
Plus: Offering costs paid in advance, excluded from tangible book value		206,533			206,533
Less: deferred underwriter’ commissions		(500,000	)		(575,000	)
Less: Proceeds held in trust subject to redemption⁽²⁾		(46,657,268	)		(53,736,134	)
	$	4,539,114		$	5,035,248
Denominator:
Ordinary shares outstanding prior to this offering		1,437,500			1,437,500
Ordinary shares forfeited if over-allotment is not exercised		(187,500	)		-
Ordinary shares included in the units offered		5,000,000			5,750,000
Ordinary shares underlying the rights		500,000			575,000
Ordinary shares included in the Private Units issued		325,000			355,000
Ordinary shares underlying placement rights		32,500			35,500
Representative shares		50,000			57,500
Less: shares subject to redemption		(5,000,000	)		(5,750,000	)
		2,157,500			2,460,500

(1)	Expenses applied against gross proceeds include offering expenses of $550,000 and underwriting commissions of $500,000 or $575,000 if the underwriters exercise their over-allotment option (excluding deferred underwriting fees). See “Use of proceeds.”

(2)	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 initial shareholders, directors, executive officers, advisors or their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per unit. See “Proposed Business — Permitted Purchases of Our Securities.”

	June 30, 2023²
	Actual			As Adjusted
Promissory Note related party⁽¹⁾	$	210,151		$	—
Deferred underwriting commissions		—			500,000
Ordinary shares, $0.0001 par value, and 5,000,000 shares which are subject to possible redemption		—			46,657,268
Shareholder equity:
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized; -1,437,500- and -1,625,000- shares issued and outstanding (excluding -0- and 5,000,000 shares subject to possible redemption), actual and as adjusted, respectively^(2)(3)(4)		144			163
Additional paid-in capital		24,856			4,542,570
Subscription receivable		(25,000	)		-
Accumulated deficit		(3,618	)		(3,618	)
Total shareholders’ equity (deficit)		(3,618	)		4,539,114
Total capitalization	$	206,533		$	51,696,382

(1)	Our sponsor has agreed to loan us up to $750,000 under an unsecured promissory note issued on May 1, 2023 to be used for a portion of the expenses of this offering. As of May 8, 2023, we have borrowed $69,063 under the promissory note with our sponsor. As of June 30, 2023, we have borrowed $210,151 under the promissory note with our sponsor.

(2)	Upon the completion of our initial business combination, we will provide our shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes.

(3)	Actual share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted amount assumes no exercise of the underwriters’ over-allotment option.

(4)	All of the 5,000,000 ordinary shares sold as part of the units in the offering contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation if there is a shareholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require shares subject to redemption to be classified outside of permanent equity. Given that the 5,000,000 ordinary shares sold as part of the units in the offering will be issued with other freestanding instruments (i.e., public warrants and rights), the initial carrying value of the ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. Our ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a business combination. All ordinary shares sold in this offering are redeemable and classified as such on the balance sheet until such date that a redemption event takes place.

●	may significantly dilute the equity interest of investors in this offering who would not have pre-emption rights in respect of any such issue;

●	could cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

●	may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

●	may adversely affect prevailing market prices for our ordinary shares.

●	default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations;

●	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

●	our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

●	our inability to obtain necessary additional financing if any document governing such debt contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

●	our inability to pay dividends on our ordinary shares;

●	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

●	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

●	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

●	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

●	$250,000 of expenses for the legal, accounting and other third-party expenses in connection with initial business combination;

●	$130,000 of expenses relating to our SEC filing obligations and other legal and accounting fees related to regulatory reporting obligations;

●	$120,000 for office space and other administrative expenses.

●	$150,000 for D&O insurance premiums.

●	$50,000 for general working capital that will be used for miscellaneous expenses.

●	staffing for financial, accounting and external reporting areas, including segregation of duties;

●	reconciliation of accounts;

●	proper recording of expenses and liabilities in the period to which they relate;

●	evidence of internal review and approval of accounting transactions;

●	documentation of processes, assumptions and conclusions underlying significant estimates; and

●	documentation of accounting policies and procedures.

	●	Late-stage development or revenue generating

	●	High growth prospects with sustainable proprietary position

	●	Experienced management teams with previous successes, especially where we can add critical public company expertise

	●	Addressable conditions that are clinically important and under-diagnosed or treated

	●	Independent companies or corporate spin offs

	●	Domestic or International base of business

	●	We believe that there are a substantial number of potential target businesses domestically and internationally with appropriate valuations that can benefit from a public listing and new capital for growth to support significant revenue and earnings growth or to advance clinical programs.

	●	We intend to seek target companies that have significant and underexploited expansion opportunities in a niche sector. This can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience in identifying such targets. Similarly, our management has the expertise to assess the likely synergies and a process to help a target integrate acquisitions. Additionally, our management team has extensive experience assisting healthcare companies raise money as they navigate the regulatory approval process.

	●	We intend to seek target companies that should offer attractive risk-adjusted equity returns for our shareholders. We intend to seek to acquire a target on terms and in a manner that leverage our experience. We expect to evaluate a target based on its potential to successfully achieve regulatory approval and commercialize its product(s). We also expect to evaluate financial returns based on (i) risk-adjusted peak sales potential (ii) the potential of pipeline products and the scientific platform (iii) the ability to achieve the system cost savings, (iv) the ability to accelerate growth via other options, including through the opportunity for follow-on acquisitions and (v) the prospects for creating value through other value creation initiatives. Potential upside, for example, from the growth in the target business’ earnings or an improved capital structure will be weighed against any identified downside risks.

	●	We intend to invest in businesses that have a track record of success. We look for companies with shareholder-friendly governance and low leverage, which are valued at what we think are low prices relative to their earnings potential and where we see attractive return potential over the long run. We believe this investment approach constitutes our competitive advantage and can potentially offer both meaningful upside potential and a degree of downside protection in periods of financial market turbulence.

●	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.

	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	$51,000,000 of the proceeds from this offering and the sale of the private units (which includes up to approximately $500,000 for the payment of deferred underwriting commissions)will be deposited into a trust account in the United States maintained by Continental Stock Transfer & Trust Company acting as trustee.	Approximately $48,450,000 of the offering proceeds, representing the gross proceeds of this offering, less allowable underwriting commissions, expenses and company deductions under Rule 419 would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

Investment of net proceeds	$51,000,000 of the proceeds from this offering and the sale of the private units (which includes up to approximately $500,000 for the payment of deferred underwriting commissions) will held in trust will be invested only in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

Receipt of interest on escrowed funds	Interest on proceeds from the trust account to be paid to shareholders is reduced by any taxes paid or payable and up to $50,000 payable for dissolution expenses.	Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our consummation of a business combination.

Limitation on fair value or net assets of target business	Our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the agreement to enter into such initial business combination.	The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.