Future Money Acquisition Corp S-1, filed Dec 8, 2025

Future Money Acquisition Corp (FMAC)

S-1 2025-12-08

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Added on October 21, 2026

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

As of October 31, 2025
Offering Price of $10.00 per Unit		25% of Maximum Redemption				50% of Maximum Redemption					75% of Maximum Redemption				Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price			NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price			NTBV		Difference between NTBV and Offering Price
Assuming Full Exercise of Over-Allotment Option
$	6.89		6.24		3.76			5.26		4.74		3.60		6.40			0.11		9.89
Assuming No Exercise of Over-Allotment Option
$	6.88		6.24		3.76			5.26		4.74		3.60		6.40			0.13		9.87

	Per Unit		Total
Public offering price	$	10.000	$	100,000,000
Underwriting discounts and commissions⁽¹⁾	$	0.125	$	1,250,000
Proceeds, before expenses, to us	$	9.875	$	98,750,000

	PAGE
Summary	1
CORPORATE INFORMATION	11
DEFINITIONS	11
The offering	13
SUMMARY FINANCIAL DATA	31
Risk factors	32
Cautionary note regarding forward-looking statements	73
Use of proceeds	75
Dividend policy	79
Dilution	80
Capitalization	84
Management’s discussion and analysis of financial condition and results of operations	85
Proposed business	91
Management	116
Principal shareholders	126
Certain relationships and related party transactions	129
Description of securities	131
MATERIAL United states federal income tax considerations	145
Underwriting	154
Legal matters	161
Experts	161
Where you can find additional information	161
Index to Financial Statements	F-1

	●	Proven industry leader: We will seek to acquire a business that is an industry leader that has demonstrated consistent top-line growth and/or is benefiting from secular tailwinds.

	●	Defensible and established business models: We will seek to acquire a target with sustainable competitive advantages. We seek companies with fundamentally sound business models.

	●	Multiple avenues for long-term growth: We intend to acquire a company that exhibits long-term growth prospects, with the potential to grow both organically and inorganically through acquisitions, and demonstrates the ability to drive growth through the enablement or scaling of technology.

	●	Sustainable financial profile: We intend to target companies that generate stable free cash-flow and are not reliant on financial leverage to generate returns.

	●	Compelling value proposition: We intend to acquire a fundamentally sound business that is underperforming its potential but presents a compelling value proposition relative to its peers that may result in an attractive risk-adjusted return for our shareholders.

	●	Potential for add-on acquisitions: We will actively consider target companies that would serve as a strong platform for post-closing add-on acquisitions. Given our extensive industry networks and collective experience, we believe we will have unique access to a large number of private assets operating in the AI, Web3 and intelligent manufacturing sectors. Such add-on acquisitions can expedite growth for the target and help to amplify returns for our shareholders.

	●	Benefit from our outstanding capabilities: We seek to acquire a business that will benefit from and capitalize on our team’s excellent blend of operating expertise, extensive industry network and financing experience.

	●	Qualified management team: We seek to acquire a business that allows our team to partner with proven and established management teams or business owners to achieve long-term strategic and operational excellence.

	●	Benefit from being a public company: We intend to acquire a company at the point in its lifecycle at which going public, with the support of our highly experienced management team and access to our robust industry networks, is a natural next step and that will benefit from access to the public market to accelerate growth.

	●	Market Trend Alignment: We intend to seek companies that are in line with or leading current market trends, which helps them adapt to changes in market conditions and consumer preferences.

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
Future Wealth Capital Corp.	3,333,333 ordinary shares	$25,000
Future Wealth Capital Corp.	233,000 private units	$2,330,000
	Up to $600,000	Repayment of loans made to us by our sponsor to cover offering-related and organizational expenses and to finance transaction costs in connection with an intended initial business combination.
	$10,000 per month	Office space, administrative and support services
	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination	Services in connection with identifying, investigating and completing an initial business combination.

	Shares Purchased					Total Consideration					Average Price
	Number		Percentage			Amount		Percentage			Per Share
Initial Shareholders⁽¹⁾		3,333,333		22.81	%	$	25,000		0.02	%	$	0.0075
Private Units⁽²⁾		256,300		1.75	%	$	2,330,000		2.28	%	$	9.0909
Public Shareholders⁽³⁾		11,000,000		75.27	%	$	100,000,000		97.70	%	$	9.0909
Representative Shares⁽⁴⁾		25,000		0.17	%		-		-			-
		14,614,633		100.00	%	$	102,355,000		100.00	%

(1)	Assumes the full surrender and forfeiture of 500,000 founder shares and no exercise of the underwriters’ over-allotment option.
(2)	Includes the issuance of an additional 23,300 shares underlying the rights contained in the private units.
(3)	Includes the issuance of an additional 1,000,000 shares underlying the rights contained in the public units.
(4)	Assumes no exercise of the underwriters’ over-allotment option.

	●	“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering, as amended and/or restated from time to time;

	●	“Companies Act” are to the Companies Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;

	●	“completion window” are to the 24-month period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the issued and outstanding public shares 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 and up to US$[100,000] of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions and as further described herein;

	●	“directors” are to our current directors and our director nominees named in this prospectus;

	●	“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt securities;

	●	“founder shares” are to the 3,833,333 ordinary shares purchased by the initial shareholders for an aggregate purchase price of $25,000, or approximately $0.0065 per share, currently held by the initial shareholders (as defined below), which include up to an aggregate of 500,000 ordinary shares subject to forfeiture by the sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part;

	●	“initial shareholders” are to our sponsor;

	●	“letter agreement” are to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part;

	●	“management” or our “management team” are to our directors and officers;

	●	“ordinary shares” are to our ordinary shares, par value $0.0001 per share;

	●	“private units” are to the units issued to our sponsor in a private placement simultaneously with the closing of this offering, as well as any units that may be issued upon conversion of working capital loans, each unit consisting of one ordinary share and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination;

	●	“private shares” refer to the shares included in the private units as well as any shares included in the units that may be issued upon conversion of working capital loans;

	●	“private rights” refer to the rights included in the private units;

	●	“public rights” are to the rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

	●	“public shares” are to the ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

	●	“public shareholders” are to the holders of our public shares, including our initial shareholders, to the extent our initial shareholders purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;

	●	“Representative” are to D. Boral Capital LLC, the representative of the underwriters;

	●	“representative shares” are to 25,000 ordinary shares (or 28,750 ordinary shares if the underwriters’ over-allotment option is exercised in full) issued as compensation to the representative and its designees, upon the closing of this offering;

	●	“rights” are to the rights sold as part of the units in this offering and the private placement (whether they are purchased in this offering or thereafter in the open market), which include the public rights as well as the private rights;

	●	“SPAC” are to the special purpose acquisition company;

	●	“sponsor” are to Future Wealth Capital Corp., a British Virgin Islands business company with limited liability whose ultimate beneficial owner is Siyu Li, our Chief Executive Officer and a resident of Canada; and

	●	“we,” “us,” “our” or our “company” are to Future Money Acquisition Corporation, an exempted company incorporated in the Cayman Islands.

Securities offered	10,000,000 units (or 11,500,000 units if the underwriters’ over-allotment option is exercised in full), at $10 per unit, each unit consisting of:
		●	one ordinary share; and
		●	one right.

	Every ten (10) rights entitle the holder thereof to receive one ordinary share upon consummation of our initial business combination.

Proposed Nasdaq symbols	Units: “FMACU”
	Ordinary shares: “FMAC”
	Rights: “FMACR”

Trading commencement and separation of ordinary shares and rights	The units are expected to begin trading on or promptly after the date of this prospectus. The ordinary shares and rights constituting the units will begin separate trading on the 52^nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the Representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the ordinary shares and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into ordinary shares and rights. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the ordinary shares and rights is prohibited until we have filed a Current Report on Form 8-K. In no event will the ordinary shares and rights be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet of the company 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. 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.

Units:
Number issued and outstanding before this offering	0
Number to be sold in a private placement simultaneously with this offering	233,000⁽¹⁾
Number issued and outstanding after this offering and private placement	10,233,000⁽¹⁾

Ordinary shares:
Number issued and outstanding before this offering	3,833,333⁽²⁾
Number included in the private units to be sold in a private placement simultaneously with this offering	233,000⁽¹⁾
Number issued and outstanding after this offering and private placement	13,591,333⁽¹⁾⁽³⁾

Rights:
Number included in the private units to be sold in a private placement simultaneously with this offering		233,000⁽¹⁾
Number issued and outstanding after this offering and private placement		10,233,000⁽¹⁾

(1)	Assumes no exercise of the underwriters’ over-allotment option and the surrender and forfeiture by certain of our initial shareholders of 500,000 founder shares.
(2)	Consists of 3,833,333 founder shares, which includes up to 500,000 founder shares that are subject to surrender and forfeiture by certain of our initial shareholders depending on the extent to which the underwriters’ over-allotment option is exercised.
(3)	Includes 10,000,000 ordinary shares issued in this offering as part of the units, 3,333,333 founder shares, 233,000 ordinary shares which are part of the private units and 25,000 representative shares. If the over-allotment option is exercised in full, there will be a total of 15,613,833 ordinary shares outstanding. This amount includes 11,500,000 ordinary shares issued in this offering as part of the units, 3,833,333 founder shares, 251,750 ordinary shares which are part of the private units and 28,750 representative shares.

Terms of 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 an 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 its rights in order to receive the one-tenth (1/10) of one ordinary 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 either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As a result, you must hold rights in multiples of ten 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.

Founder shares		On November 24, 2025, we entered into a subscription agreement, pursuant to which 3,833,333 founder shares were issued to the sponsor for $25,000 (up to 500,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) and one share was surrendered by the sponsor to the Company without consideration. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of these founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Our initial shareholders will own 25% of our issued and outstanding shares after this offering (not including the private units described below and assuming the initial shareholders do not purchase any units in this offering). If we increase or decrease the size of this offering, we will effect a share dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to the founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 25% of our issued and outstanding ordinary shares upon the consummation of this offering (not including the private units described below). Up to 500,000 founder shares are subject to surrender and forfeiture by certain of our initial shareholders depending on the extent to which the underwriters’ over-allotment option is exercised. The founder shares are identical to the ordinary shares included in the units being sold in this offering, except that:

		●	the founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial shareholders, including our sponsor, the unaffiliated founder share transferees and our directors and officers, have entered into with us, as described in more detail below;

		●	pursuant to such letter agreement, our initial shareholders, including our sponsor, the unaffiliated founder share transferees and our directors and officers, have agreed to waive: (1) their redemption rights with respect to any shares held by them, as applicable, in connection with the completion of our initial business combination; (2) their redemption rights with respect to any shares held by them in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the trust account with respect to any founder shares and private shares they hold if we fail to complete our initial business combination within the completion window (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the completion window);

		●	If we submit our initial business combination to our public shareholders for a vote, our initial shareholders, including our sponsor, the unaffiliated founder share transferees and our directors and officers, have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any shares held by them in favor of our initial business combination. As a result, we would need 3,229,334, or 32.3% of the 10,000,000 public shares sold in this offering (assuming all issued and outstanding shares are voted, the over-allotment option is not exercised and the initial shareholders do not purchase any units in this offering or units or shares in the after-market), to be voted in favor of an initial business combination in order to have such initial business combination approved; and

		●	the founder shares are entitled to registration rights.

Transfer restrictions on private placement units		The private placement units and their component securities will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except with respect to permitted transferees as described herein under “Principal Shareholders - Transfer Restrictions on Founder Shares and Private Placement Units”).

Representative shares		As part of the underwriting compensation payable to the underwriters in connection with this offering, 25,000 representative shares (or 28,750 shares if the underwriter’s over-allotment option is exercised in full) will be issued to the underwriters at the closing of this offering. The representative shares will be registered under the registration statement of which this prospectus forms a part. The Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such representative shares, or subject such representative shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until 180 days immediately following the commencement of sales of this offering pursuant to FINRA Rule 5110(e)(1), subject to exceptions pursuant to FINRA Rule 5110(e)(2).

Proceeds to be held in trust account		Nasdaq listing rules provide that at least 90% of the gross proceeds from this offering and the sale of the private units be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $100,000,000 ($10.00 per unit), or $115,000,000 ($10.00 per unit) if the underwriters’ over-allotment option is exercised in full, will be deposited into a U.S.-based trust account established by [ ] acting as trustee, and $480,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The funds in the trust account will 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 and/or held as cash or cash items (including in demand deposit accounts). To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash until the earlier of the consummation of our initial business combination or our liquidation. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any (but without deduction for any excise or similar tax that may be due or payable), the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within the completion window, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

Anticipated expenses and funding sources	Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes, if any (but without deduction for any excise or similar tax that may be due or payable), or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. Based upon current interest rates, we expect the trust account to generate approximately $4,000,000 of interest annually (assuming an interest rate of [4.00]% per year); however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from:

		●	the net proceeds of this offering and the sale of the private units not held in the trust account, which will be approximately $600,000 in working capital after the payment of approximately $480,000 in expenses relating to this offering; and

		●	any loans or additional investments from our sponsor, members of our management team or any of their respective affiliates or other third parties, although they are under no obligation to loan funds to, or otherwise invest in, us; and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. If we complete our initial business combination, we expect to repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts.

Conditions to completing our initial business combination	We will have up to 24 months from the closing of this offering to consummate an initial business combination.
	Nasdaq listing rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account at the time of the agreement to enter into the initial business combination. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. If our board of directors is not able independently to 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 entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. 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; provided that in the event that 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.

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 public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. Our public shareholders will be permitted to redeem their shares regardless of whether they abstain, vote for, vote against, or vote at all with respect to the proposed business combination. The amount in the trust account is initially anticipated to be $10.00 per public share. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our rights. Our initial shareholders, including our sponsor, the unaffiliated founder share transferees and our directors and officers, have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any shares held by them in connection with the completion of our initial business combination. The holders of representative shares will not participate in any distribution from our trust account with respect to such shares.

Manner of conducting redemptions	We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a general meeting called to approve the business combination or (2) 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 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 Companies Act or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) 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 typically require shareholder approval. If a shareholder vote is not required and we choose not to seek shareholder approval for business or other reasons, we intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirement. If shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will:

		●	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 will consummate our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a simple majority of the voting rights held by such members as, being entitled to do so, vote in person or by proxy at a general meeting of the company. Redemptions of our public shares may also be subject to a 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: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) 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 public 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, and we instead may search for an alternate business combination (including, potentially, with the same target). If, however, a shareholder vote is not required and we decide not to hold a shareholder vote for business or other reasons, we will:

	●	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, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order 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. Furthermore, redemptions of our public shares may be subject to a net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than the amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination (including, potentially, with the same target).

Tendering share certificates in connection with redemption rights or a tender offer		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 to our transfer agent prior to the date set forth in the proxy materials or tender offer documents mailed to such holders, or up to two business days prior to the initially scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, rather than simply voting against the initial business combination. The proxy or tender offer 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, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote		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 will 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 redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our initial shareholders or their 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 against a business combination if such holder’s shares are not purchased by us or our initial shareholders or their affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to 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 all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.

Release of funds in trust account on closing of our initial business combination		On the completion of our initial business combination, all amounts held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public shareholders who properly exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination.” We will use the remaining funds (less any taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt, 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 the redemption of our public 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 post-transaction businesses, 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.

Redemption of public shares and distribution and liquidation if no initial business combination		Our amended and restated memorandum and articles of association will provide, that we will initially have the completion window to complete our initial business combination. If we have not completed our initial business combination within the completion window, we will: (1) cease all operations except for the purpose of winding up; and (2) as promptly as reasonably possible but not more than ten business days thereafter, 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 (which interest shall be net of taxes payable and up to US$[100,000] of interest to pay dissolution expenses), 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 liquidating distributions, if any), 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 rights, which will expire worthless if we fail to complete our initial business combination within the completion window.

		Our initial shareholders have entered into written agreements with us pursuant to which they have waived their right to liquidating distributions from the trust account with respect to their founder shares and private shares if we fail to complete our initial business combination within the completion window. However, if our initial shareholders acquire public shares, 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 completion window.

Limited payments to insiders	There will be no finder’s fees, reimbursements or cash payments made by us to our initial shareholders, or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private units held in the trust account prior to the completion of our initial business combination:

		●	repayment of an aggregate of up to $600,000 in loans made to us by our sponsor to cover offering-related and organizational expenses and to finance transaction costs in connection with an intended initial business combination;

		●	payment to our sponsor or an affiliate of $10,000 per month for office space, administrative and support services; and

		●	reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.

	These payments may be funded using the net proceeds of this offering and the sale of the private units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review and approve all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates, which may include reimbursement of any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Audit committee	Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see “Management - Committees of the Board of Directors - Audit Committee.”

	●	Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by a global health crisis or other matters of global concern.

	●	Given that certain of our directors and officers have ties to mainland China, the Chinese government may exercise oversight and discretion over their conduct, which could result in a material change in our search for a target business, and/or the value of the securities we are registering.

	●	As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

	●	Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

	●	We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financed transaction. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including for example, in connection with the sourcing and consummation of an initial business combination.

	●	We may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our rights will expire worthless.

	●	We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.

	●	Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the completion window, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our rights will expire worthless.

	●	If the funds not being held in the trust account are insufficient to allow us to operate until the end of the completion window, we may be unable to complete our initial business combination.

	●	Past performance by our management team and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.

	●	We may seek acquisition opportunities in acquisition targets that may be outside of our management’s areas of expertise.

As of October 31, 2025
Offering Price of $10.00 per Unit		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption					Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price			NTBV		Difference between NTBV and Offering Price			NTBV		Difference between NTBV and Offering Price
Assuming Full Exercise of Over-Allotment Option
$	6.89		6.24		3.76		5.26		4.74			3.60		6.40			0.11		9.89
Assuming No Exercise of Over-Allotment Option
$	6.88		6.24		3.76		5.26		4.74			3.60		6.40			0.13		9.87

	As of October 31, 2025
						25% Redemption					50% Redemption					75% Redemption					100% Redemption
		Without Over- allotment		With Over- allotment			Without Over- allotment		With Over- allotment			Without Over- allotment		With Over- allotment			Without Over- allotment		With Over- allotment			Without Over- allotment		With Over- allotment
Numerator
Net tangible book deficit before this offering		(64,487	)	(64,487	)		(64,487	)	(64,487	)		(64,487	)	(64,487	)		(64,487	)	(64,487	)		(64,487	)	(64,487	)
Net proceeds from this offering and the sale of the private placement units⁽¹⁾		100,600,000		115,600,000			100,600,000		115,600,000			100,600,000		115,600,000			100,600,000		115,600,000			100,600,000		115,600,000
Plus: Offering costs paid in advance, excluded from tangible book value		40,000		40,000			40,000		40,000			40,000		40,000			40,000		40,000			40,000		40,000
Plus: proceeds from founder shares		25,000		25,000			25,000		25,000			25,000		25,000			25,000		25,000			25,000		25,000
Less: redemptions ⁽²⁾		-		-			(25,000,000	)	(28,750,000	)		(50,000,000	)	(57,500,000	)		(75,000,000	)	(86,250,000	)		(100,000,000	)	(115,000,000
Total		100,600,513		115,600,513			75,600,513		86,850,513			50,600,513		58,100,513			25,600,513		29,350,513			600,513		600,513

Denominator:
Ordinary shares outstanding prior to this offering		3,833,333		3,833,333			3,833,333		3,833,333			3,833,333		3,833,333			3,833,333		3,833,333			3,833,333		3,833,333
Ordinary shares forfeited if over-allotment is not exercised		(500,000	)	-			(500,000	)	-			(500,000	)	-			(500,000	)	-			(500,000	)	-
Ordinary shares offered		10,000,000		11,500,000			10,000,000		11,500,000			10,000,000		11,500,000			10,000,000		11,500,000			10,000,000		11,500,000
Shares underlying IPO Rights		1,000,000		1,150,000			1,000,000		1,150,000			1,000,000		1,150,000			1,000,000		1,150,000			1,000,000		1,150,000
Private placement shares		233,000		251,750			233,000		251,750			233,000		251,750			233,000		251,750			233,000		251,750
Shares underlying Private Placement Rights		23,300		25,175			23,300		25,175			23,300		25,175			23,300		25,175			23,300		25,175
Representative Shares		25,000		28,750			25,000		28,750			25,000		28,750			25,000		28,750			25,000		28,750
Less: shares subject to redemption		-		-			(2,500,000	)	(2,875,000	)		(5,000,000	)	(5,750,000	)		(7,500,000	)	(8,625,000	)		(10,000,000	)	(11,500,000
Total		14,614,633		16,789,008			12,114,633		13,914,008			9,614,633		11,039,008			7,114,633		8,164,008			4,614,633		5,289,008

	October 31, 2025
	Actual			As Adjusted
				(Unaudited)
Balance Sheet Data:
Working (deficiency)/ capital ⁽¹⁾	$	(24,487	)	$	575,513
Total asset ⁽²⁾	$	40,000		$	100,575,513
Total liabilities	$	64,487		$	-
Value of ordinary share subject to possible redemption ⁽³⁾	$	-		$	100,000,000
Shareholders’ (deficiency)/ equity ⁽⁴⁾	$	(24,487	)	$	575,513

(1)	The “as adjusted” calculation includes $600,000 in cash held outside the trust account, minus $24,487 of shareholders’ deficit as of October 31, 2025, assuming the underwriters’ over-allotment option is not exercised.
(2)	The “as adjusted” calculation equals $100,000,000 of cash held in trust from the proceeds of this offering and the sale of the private units, plus $600,000 in cash held outside the trust account, minus $24,487 of shareholders’ deficit as of October 31, 2025.
(3)	The “as adjusted” value of ordinary shares which may be redeemed for cash equals the “as adjusted” total assets of $100,575,513, less the “as adjusted” shareholders’ equity of $575,513. The amount represents proceeds to be held in the trust account upon the consummation of this offering. The ordinary shares offered to the public contain redemption rights that make them redeemable by our public shareholders. Accordingly, they are classified within temporary equity in accordance with the guidance provided in ASC 480-10-S99-3A and will be subsequently accreted at redemption value.
(4)	Excludes 10,000,000 ordinary shares which may be redeemed in connection with our initial business combination and assuming no exercise of the over-allotment option. The actual number of shares that may be redeemed may exceed this amount. The “as adjusted” calculation equals the “as adjusted” total assets of $100,575,513, less the value of ordinary shares $100,000,000 that may be redeemed in connection with our initial business combination (initially $10.00 per unit or 100.0% of the gross proceeds from this offering).

Public shares		10,000,000
Founder shares		3,333,333
Private shares		233,000
Representative shares		25,000
Total shares		13,591,333
Total funds in trust available for initial business combination	$	100,000,000
Public shareholders’ investment per ordinary share⁽¹⁾	$	10.00
Sponsor’s investment per ordinary share⁽²⁾	$	0.0075
Initial implied value per public share⁽³⁾	$	10.00
Implied value per share upon consummation of initial business combination⁽⁴⁾	$	7.36

(1)	While the public shareholders’ investment is in both the public shares and the public rights, for purposes of this table the full investment amount is ascribed to the public shares only.
(2)	Sponsor’s investment per ordinary share if the over-allotment is not exercised. The total investment in the equity of the company by the sponsor is $2,355,000, consisting of (i) $25,000 paid by the sponsor for the founder shares, (ii) $2,330,000 paid by the sponsor for 233,000 private units. For purposes of this table, the full investment amount is ascribed to the founder shares only.
(3)	Initial implied value per public share is defined as the total funds in trust available for the initial business combination (assuming the underwriters’ over-allotment option is not exercised) divided by the public shares issued of 10,000,000 (assuming the underwriters’ over-allotment option is not exercised).
(4)	Implied value per share upon consummation of the initial business combination is calculated by dividing the total funds available for the initial business combination (assuming the underwriters’ over-allotment option is not exercised) by the total number of ordinary shares outstanding immediately following such conversion of all founder shares. All founder shares will automatically convert into ordinary shares on a one-for-one basis upon completion of our initial business combination (or earlier at the option of the holder).

	●	solely dependent upon the performance of a single business, property or asset; or

	●	dependent upon the development or market acceptance of a single or limited number of products, processes or services.

	●	our ability to select an appropriate target business or businesses;

	●	our ability to complete our initial business combination;

	●	our expectations around the performance of a prospective target business or businesses;

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

	●	our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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

	●	our pool of prospective target businesses;

	●	the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases) on our ability to consummate an initial business combination;

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

	●	our public securities’ potential liquidity and trading;

	●	the lack of a market for our securities;

	●	the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

	●	the trust account not being subject to claims of third parties;

	●	our financial performance following this offering; and

	●	the other risks and uncertainties discussed under the heading “Risk Factors” and elsewhere in this prospectus.

	Without Over-Allotment Option			Over-Allotment Option Exercised
Gross proceeds
Gross proceeds from units offered to public⁽¹⁾	$	100,000,000		$	115,000,000
Gross proceeds from private units offered in the private placement		2,330,000			2,517,500
Total gross proceeds	$	102,330,000		$	117,517,500
Estimated offering expenses⁽²⁾
Underwriting commission of 1.25% of gross proceeds from the offering (excluding the underwriting commission of 0.25% of gross proceeds from the offering payable in shares at $10.00 per share) ⁽³⁾	$	1,250,000		$	1,437,500
Legal fees and expenses		170,000			170,000
Accounting fees and expenses		65,000			65,000
Printing and road show expenses		10,000			10,000
SEC/FINRA expenses		30,000			30,000
Nasdaq listing and filing fees		5,000			5,000
Reimbursement to underwriters for expenses		100,000			100,000
Miscellaneous expenses		100,000			100,000
Total estimated offering expenses	$	480,000		$	480,000
Proceeds after estimated offering expenses	$	100,600,000		$	115,600,000
Held in trust account	$	100,000,000		$	115,000,000
% of public offering size		100.0	%		100.0	%
Not held in trust account	$	600,000		$	600,000

	Amount		% of Total
Legal and accounting	$	250,000		41.66	%
Administrative and support services expenses		180,000		30.00	%
Directors and officers insurance premiums		70,000		11.67	%
Working capital to cover miscellaneous expenses		100,000		16.67	%
Total	$	600,000		100.0	%