10-K/A - MSSAF - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K/A

(AmendmentNo. 1)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended December 31, 2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from __________ to __________

Commission

File No. 001-41344

METAL SKY STAR ACQUISITION CORPORATION
(Exact<br> name of registrant as specified in its charter)
Cayman Islands	N/A
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(State<br> or other jurisdiction of<br><br> incorporation or organization)	(I.R.S.<br> Employer<br><br> Identification No.)
132 West 31^st^ Street, 9^th^Floor<br><br> <br>New York, New York	10001
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(Address<br> of Principal Executive Offices)	(Zip<br> Code)
Registrant’s telephone number, including area code: (332) 237-6141
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Securities registered pursuant to Section 12(b) of the Exchange Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units,<br> each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right	MSSAU	The<br> Nasdaq Stock Market LLC
Ordinary<br> Shares, $0.001 par value	MSSA	The<br> Nasdaq Stock Market LLC
Redeemable<br> warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share	MSSAW	The<br> Nasdaq Stock Market LLC
Rights<br> to receive one-tenth (1/10^th^) of one Ordinary Share	MSSAR	The<br> Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The

number of shares and aggregate market value of common stock held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter were 11,500,000 and $113,735,000 respectively.

APPLICABLE

ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock (ordinary shares), as of the latest practicable date:

On

July 26, 2024, there were 6,407,416 ordinary shares outstanding of the registrant.

On

March 30, 2023 there were 8,819,676 ordinary shares outstanding of the registrant.

DOCUMENTS

INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:

None.

EXPLANATION

NOTE

Metal Sky Star Acquisition Corporation (the “Company”, “we”, “our”, or “us”) is filing this Amendment No. 1 to its Annual Report on Form 10-K/A (the “Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”), as filed with the Securities and Exchange Commission on March 30, 2023, to (i) restate its financial statements as of and for the year ended December 31, 2022, which should no longer be relied on and being restated herein; (ii) describe the restatement and its impact on previously reported amounts; and (iii) respond to the comments issued by the Securities and Exchange Commission (the “SEC”).

In connection with the Company’s preparation of its annual report on Form 10-K for the year ended December 31, 2023, management identified that cash held in the trust account (marketable securities held in the Trust Accounts) and deferred underwriting commissions payable were improperly classified as current assets and current liabilities instead of non-current assets and non-current liabilities, respectively, as of December 31, 2022. This incorrect classification resulted in an overstatement of current assets by $116,673,481, an understatement of non-current assets by $116,673,481, an overstatement of current liabilities by $2,875,000, and an understatement of non-current liabilities by $2,875,000 as of December 31, 2022.

Management concluded that the balance sheet errors above constituted material weaknesses in internal control over financial reporting.

In light of these material weaknesses, the Audit Committee of the Company’s Board of Directors, in consultation with the Company’s management, concluded that the Company’s 1) audited financial statements as of and for the year ended December 31, 2022; 2) the unaudited financial statements as of and for the quarters ended June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, and September 30, 2023; and 3) the audited balance sheet as of April 5, 2022 filed within the Current Report on Form 8-K dated April 11, 2022 should no longer be relied upon and that it is appropriate to restate the Company’s financial statements for each such period (collectively, the “Restatements”)

We are filing this Amendment to amend and restate the 2022 Form 10-K with modifications as necessary to reflect these restatements. The following items have been amended to reflect the restatements:

Part I. Item 1. Business;

Part I. Item 1A. Risk Factors to add an additional risk factors to describe risks relating to the material weaknesses in the Company’s internal control over financial reporting that were identified subsequent to the date of the 2022 Form 10-K;

Part II. Item 5. Market for the Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities;

Part II, Item 8. Financial Statements and Supplementary Data;

Part II, Item 9A. Controls and Procedures;

Part IV, Item 15. Exhibits and Financial Statement Schedules.

This Amendment includes new certifications by our principal executive officer and principal financial officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 dated as of this filing in connection with this Form 10-K/A as exhibits 31.1, 31.2, 32.1 and 32.2 hereto.

Except as described above, no other information included in the Original Financial Statements is being amended or updated by this Amendment and, other than as described herein, this Amendment does not purport to reflect any information or events subsequent to the Original Financial Statements. This Amendment continues to describe the conditions as of the date of the Original Financial Statements and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Financial Statements. Accordingly, this Amendment should be read in conjunction with the Original Financial Statements and with our filings with the SEC subsequent to the Financial Statements.

We have not amended our previously filed Current Report on Form 8-K filed on April 11, 2022 for the period affected for the errors noted above. The financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Amended Annual Report, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon.

TABLE

OF CONTENTS

	PAGE
PART I	1
Item 1. Business (As Restated)	1
Item<br> 1A. Risk Factors (As Restated)	15
Item 1B. Unresolved Staff Comments	53
Item 2. Properties	54
Item 3. Legal Proceedings	54
Item 4. Mine Safety Disclosure	54
PART II	55
Item 5. Market for the Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities (As Restated)	55
Item 6. Reserved	56
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	56
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	59
Item 8. Financial Statements and Supplementary Data (As Restated)	59
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	59
Item<br> 9A. Controls and Procedures (As Restated)	60
Item 9B. Other Information	60
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	60
PART III	61
Item 10. Directors and Executive Officers of the Registrant	61
Item 11. Executive Compensation	63
Item 12. Security Ownership of Certain Beneficial Owners and Management	63
Item 13. Certain Relationships and Related Transactions	65
Item 14. Principal Accountant Fees and Services	66
PART IV	F-1
Item 15. Exhibits and Financial Statement Schedules (As Restated)	F-1
Item 16. Form 10-K Summary	67

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FORWARD

LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about our:

●	ability<br> to complete our initial business combination;
●	success<br> in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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●	officers<br> and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving<br> our initial business combination, as a result of which they would then receive expense reimbursements;
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●	potential<br> ability to obtain additional financing to complete a business combination;
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●	pool<br> of prospective target businesses;
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●	ability<br> of our officers and directors to generate a number of potential investment opportunities;
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●	potential<br> change in control if we acquire one or more target businesses for shares or other forms of equity;
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●	public<br> securities’ potential liquidity and trading;
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●	the<br> lack of a market for our securities;
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●	expectations<br> regarding the time during which we will be an “emerging growth company” under the JOBS Act;
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●	use<br> of proceeds not held in the trust account or available to us from interest income on the trust account balance; or
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●	financial<br> performance following our business combination, if we compete a business combination.
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The forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART

Item1. BUSINESS

CompanyProfile

Metal Sky Star Acquisition Corporation is a blank check company incorporated on May 5, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

In connection with our initial public offering, we sold 11,500,000 units, generating gross proceeds of $115,000,000. Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement by and between the Company and our sponsor, M-Star Management Corporation, a British Virgin Islands company, the Company completed the private sale of an aggregate of 330,000 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,300,000. The Private Placement Units are identical to the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Units (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Transaction costs amounted to $5,704,741, consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees and $529,741 of other offering costs. A total of $115,000,000, comprised of $112,700,000 of the proceeds from the IPO (which amount includes up to $2,875,000 of the underwriter’s deferred discount) and $2,300,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account, established by VStock Transfer LLC, our transfer agent and maintained at Wilmington Trust, National Association, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 9 months from the closing of the IPO (or up to 22 months from the closing of the IPO if we extend the period of time to consummate a business combination, after amended and restated memo and articles), or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 9 months from the closing of the IPO (or up to 22 months from the closing of the IPO if we extend the period of time to consummate a business combination, after amended and restated memo and articles).

On January 26, 2023, we held a shareholder meeting and approved the proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination twelve (12) times for an additional one (1) month each time from February 5, 2023 to February 5, 2024 (for a total of up to 22 months to complete a business combination). In connection the shareholders meeting to vote for the proposal to amend the Company’s amended and restated memorandum and articles of association, the public shares are entitled to exercise the redemption right and 5,885,324 public shares tendered for redemption. As a result of the exercise of the redemption right, 5,614,676 public shares remain unredeemed.

At December 31, 2022, the Company had working capital of $71,597.

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The Company’s units are listed on The Nasdaq Global Market (“Nasdaq”) and commenced trading under the ticker symbol “MSSAU” on March 31, 2022. Each unit consists of one ordinary share, one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination, and one redeemable warrant. Each warrant entitles the holder thereof to purchase one ordinary share of the Company at a price of $11.50 per whole share. The units began separate trading on May 26, 2022 and the ordinary shares, rights and warrants commenced trading on Nasdaq under the symbols “MSSA,” “MSSAR,” and “MSSAW,” respectively.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with potential target entities. To date we have not entered into any binding agreement with any target entity. We presently have no revenue and have had losses since inception from incurring formation and operating costs since completion of our IPO.

AcquisitionStrategy and Management Business Combination Experience

Our efforts in identifying prospective target businesses will not be limited to a particular geographic region. At the annual general meeting of the Company, which was held on December 20, 2023, the shareholders approved the amendment to the Company’s amended and restated memorandum and articles of association, which allows the Company to undertake an initial business combination with an entity or business, with a physical presence, operation, or other significant ties to China or which may subject the post-business combination business or entity to the laws, regulations and policies of China (including Hong Kong and Macao), or an entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to a series of contractual arrangements with the VIE and its shareholders on one side, and a China-based subsidiary of the China-based target, on the other side. We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets.

We will seek to capitalize on the strength of our management team. Our team consists of experienced professionals and senior operating executives. Collectively, our officers and directors have decades of experience in mergers and acquisitions, and operating companies. We believe we will benefit from their accomplishments, and specifically their current and recent activities with companies, in identifying attractive acquisition opportunities. However, there is no assurance that we will complete a business combination.

InvestmentCriteria

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

●	Middle-Market Growth Business. We will primarily seek to acquire one or more growth businesses with a total enterprise value of between<br> $300,000,000 and $600,000,000. We believe that there are a substantial number of potential target businesses within this valuation<br> range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do<br> not intend to acquire either a start-up company (a company that has not yet established commercial operations) or a company with<br> negative cash flow.
●	Strong Management Teams with a Proven Track Record: We intend to seek candidates who have strong management teams with a proven<br> track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner with<br> potential target’s management team and expect that the operating and financial abilities of our management and board will help<br> potential target company to unlock opportunities for future growth and enhanced profitability.
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●	Business with Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant<br> revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense<br> reduction and synergistic follow-on acquisitions resulting in increased operating leverage.
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●	Companies with Potential for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential<br> to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue<br> streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash<br> flow in order to enhance shareholder value.
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| --- | | ● | Benefit from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company. | | --- | --- |

These criteria are not intended to be exhaustive or exclusive. Any evaluation relating to the merits of a particular business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our sponsor and management team may deem relevant. In the event that we decide to enter into an business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the United States Securities and Exchange Commission, or the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent ownership, management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

Our management team continues to actively source target candidates where they believe will be attractive candidates for acquisition, utilizing their deal-making track record, professional relationships, and capital markets expertise to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders.

Sourcingof Potential Business Combination Targets

Our management team has developed a broad network of contacts and corporate relationships. We believe that the network of contacts and relationships of our management team and our sponsor will provide us with an important source of business combination opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment banking firms, private equity firms, consultants, accounting firms and business enterprises. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

Unless we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

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

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

Our officers and directors are not prohibited from becoming an officer or director of another special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended.

Competition

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

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

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

While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may have a negative view of us since we are a blank check company, without an operating history, and there is uncertainty relating to our ability to obtain shareholder approval of our proposed initial business combination and retain sufficient funds in our trust account in connection therewith.

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InitialBusiness Combination Timeframe and Nasdaq Rules

We will have until 9 months from April 5, 2022 (the closing of our IPO) to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 9 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to twelve times, each by an additional month (for a total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. On January 3, 2023, we deposited $383,333 into the trust account maintained by Wilmington Trust, National Association, and extend the time to consummate the business combination to February 5, 2023. On January 26, 2023, we held a shareholder meeting and approved the proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination twelve (12) times for an additional one (1) month each time from February 5, 2023 to February 5, 2024 (for a total of up to 22 months to complete a business combination). In connection the shareholders meeting to vote for the proposal to amend the Company’s amended and restated memorandum and articles of association, the public shares are entitled to exercise the redemption right and 5,885,324 public shares tendered for redemption. As a result of the exercise of the redemption right, 5,614,676 public shares remain unredeemed. Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us and Wilmington Trust, National Association and Vstock Transfer LLC in connection with our IPO, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $187,188 ($0.033 per public share) on or prior to the date of the applicable deadline, for each monthly extension. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights and warrants will be worthless.

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

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

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SummaryInformation Related to Our Securities, Redemption Rights and Liquidation

We are a Cayman Islands exempted company (company number 373150) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which will be adopted upon the consummation of our initial public offering, we will be authorized to issue 50,000,000 ordinary shares, $0.001 par value each. The information provided below is a summary only and we refer you to our prospectus dated as of April 4, 2022, our amended and restated memorandum and articles of association and our warrant agreement with Vstock Transfer LLC Company as warrant agent for additional important and material information.

In our initial public offering, we sold units at an offering price of $10.00 and consisting of one ordinary share, one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination and one redeemable warrant. Each warrant entitles the holder thereof to purchase one ordinary share. We will not issue fractional shares in connection with the exercise of the warrants. As a result, a warrant holder must exercise warrants in multiples of two warrants, at a price of $11.50 per full share, subject to adjustment. Each warrant will become exercisable on the later of the completion of an initial business combination and 9 months from April 5, 2022 and will expire five years after the completion of an initial business combination, or earlier upon redemption. Effective May 26, 2022, the component parts of the units began trading separately.

As of February, 2023, there were 8,819,676 ordinary shares issued and outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law. Unless specified in the Companies Law, our amended and restated memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders.

As of December 31, 2022, there are warrants outstanding to acquire and aggregate of 11,500,000 ordinary shares. We will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the ordinary share underlying such unit.

Once the warrants become exercisable, we may call the warrants for redemption (including the private placement warrants but including any outstanding warrants issued upon exercise of the unit purchase option issued to the underwriters or their designees):

●	in<br> whole and not in part;
●	at<br> a price of $0.01 per warrant;
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●	upon<br> not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;<br> and
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●	if,<br> and only if, the reported last sale price of the ordinary shares equal or exceed $18.00 per share (as adjusted for share splits,<br> share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within<br> a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.
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We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction, whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require that we conduct a tender offer under SEC rules rather than seeking shareholder approval). Under NASDAQ rules, asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares (unless we are deemed to be a foreign private issuer at such time) or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the NASDAQ, we will be required to comply with NASDAQ rules.

We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share (subject to increase of up to an additional $0.433 per public share in the event that our sponsor elects to extend the period of time to consummate a business combination). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may hold in connection with the completion of our initial business combination.

Our amended and restated memorandum and articles of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof.

Our sponsor, officers and directors have agreed that we will have only 9 months from the closing of our initial public offering (April 5, 2022) (or up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a business combination,) to complete our initial business combination. If we are unable to complete our initial business combination within such 9-month (or up to 22- month) time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, 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 and warrants, which will expire worthless if we fail to complete our initial business combination within the 9-month (or up to 22- month) time period.

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CorporateInformation

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

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

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30^th^, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.

We are a Cayman Islands exempted company incorporated on May 5, 2021. Our executive offices are located at 132 West 31^st^ Street, 9^th^ Floor, New York, NY, 10001, and our telephone number is (332) 237 6141.

Legaland Operational Risks Associated with being based in China

PRC laws and regulations are sometimes vague and uncertain, and therefore, these risks may result in a material change in our operations or the combined company’s principal operations in China, significant depreciation of the value of our or the combined company’s securities, or a complete hindrance of our or the combined company’s ability to offer securities to investors and cause the value of such securities to significantly decline or be worthless. The PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, make or accept foreign investments or list on a U.S. stock exchange. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect us or our potential business combination with a PRC operating business and the business, financial condition, and results of operations of the combined company. The PRC government also recently initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on us or the PRC target company’s daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange. For example, according to the New Measures for Cybersecurity Review (the “New Measures”) effective on February 15, 2022, network platform operators with personal information of more than one million users must apply for cybersecurity review to the Cyber Security Review Office when they go public abroad, and accordingly these companies may not be willing to list on a U.S. stock exchange or enter into a definitive business combination agreement with us. We currently face risks associated with regulatory approvals of the proposed business combination between us and the target, offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy. The PRC government may also intervene with or influence our or the combined company’s operations as the government deems appropriate to further regulatory, political and societal goals. Any such action, once taken by the PRC government, could result in a material change in our operations, including our search for a target business, and make it more difficult and costly for us to consummate a business combination with a target business operating in China, result in material changes in the combined company’s post-combination operations and cause the value of our securities or those of the combined company’s securities to significantly decline, or in extreme cases, become worthless or completely hinder our ability or the ability of the combined company to offer or continue to offer securities to investors. For a detailed description of risks associated with acquiring a company that does business in China, see “Risk Factors — Risks Associated with Acquiring and Operating a Business with its Primary Operation in China”.

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

Currently, we are a single entity and do not make any internal cash transfers. However, if our organizational structure expands, or if we acquire a PRC target company which does not require a VIE structure, we may transfer funds to the PRC target company through an increase in the registered capital of or a shareholder loan to the PRC target company. The PRC target company may in turn make distributions or pay dividends to us. If we acquire a PRC target company which requires a VIE structure, the post-combination entity may rely on payments made from the VIE to a wholly foreign-owned enterprise (the “WFOE”) and subsequently the WFOE distributes funds to the post-combination entity as dividends, and cash to the PRC target company could be transferred through our organization in the manner as follows: (i) the holding company may transfer funds to WFOE, via additional capital contributions or shareholder loans, as the case may be; and (ii) the WFOE may provide loans to the PRC target company, subject to statutory limits and restrictions. If our organizational structure expands, or if we acquire a company based in China, to the extent that we or the combined company in the future seeks to fund the business through distributions, dividends, or transfers of funds among and between the holding company and subsidiaries, any such transfer of funds within and among the subsidiaries will be subject to PRC regulations. Specifically, investment in Chinese companies is governed by the PRC Foreign Investment Law, the dividends and distributions from a PRC subsidiary are subject to regulations and restrictions on dividends and payments to parties outside of China, and any transfer of funds among the PRC subsidiaries is subject to regulations on private lending and must be permitted thereunder. Additionally, the PRC government may impose controls on the conversion of Renminbi into foreign currencies and the remittance of currencies out of the PRC. In order for the combined company to pay dividends to its stockholders, the combined company will rely on payments made from the PRC subsidiaries of the combined company and the distribution of such payments to the combined company as dividends from the PRC subsidiaries of the combined company. The dividends and distributions from a PRC subsidiary will be subject to regulations and restrictions on dividends and payments to parties outside of China and the combined company may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from its subsidiaries, if any.

Regardless of whether we have a VIE structure or direct ownership structure post-business combination, we may depend on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements. As at the date of this prospectus, we have not made any dividends or distributions to our shareholders or any U.S. investors and we have not made any cash transfers as we are a blank check company with no subsidiary. Due to (i) the risks of doing business in the PRC, and(ii) our sponsor and its affiliate(s) as well as certain of our current executive officers and directors are located in or have significant ties to PRC, we may be a less attractive partner to non-PRC based target companies as compared to a non-PRC based special purpose acquisition company (the “SPAC”) which may therefore make it harder for us to complete an initial business combination with a target company that is non-PRC based and which may therefore make it more likely for us to consummate a business combination with a target company located in the PRC. To date, we have not pursued an initial business combination and there have not been any capital contribution or shareholder loans by us to any PRC entities, we do not yet have any subsidiaries, and we have not received, declared or made any dividends or distributions. For a detailed description of risks associated with acquiring a company that does business in China, see “Risk Factors — Risks Associated with Acquiring and Operating a Business with its Primary Operation in China”.

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

We believe we are not required to obtain permissions or approvals from any PRC government authorities, including the CSRC or the Cyberspace Administration of China (“CAC”), or any other government entity, for our IPO and listing on Nasdaq. As of the date of this annual report, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or any other PRC governmental authorities. However, if we do not maintain applicable permissions or approvals, if we inadvertently concluded that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, and we are denied permission and/or approvals, the relevant PRC government agencies could subject us to a stringent approval process from the relevant government entities in connection with this offering, continued listing on a U.S. exchange, the potential business combination, the issuance of shares or the maintenance of our status as a publicly listed company outside China, and the post business combination entity’s PRC operations if our business combination target is a PRC target company. We may also be subject to registration with the CSRC in the future for our IPO and listing on Nasdaq pursuant to the Trial Measures. It is uncertain when and whether we will be required to obtain permission from the PRC government to continue to list on a U.S. exchange in the future and offer our securities to foreign investors. If we do not maintain applicable permissions or approvals, if we inadvertently concluded that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, including pursuant to the Trial Measures, and we are denied permission and/or approvals from Chinese authorities to list on U.S. exchanges or offer our securities to foreign investors, we may not be able to continue listing on a U.S. exchange or be subject to other severe consequences, which would materially affect the interest of the investors. In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations after this offering. The use of the term “operate” and “operations” includes the process of searching for a target business and conducting related activities. To that extent, we may not be able to conduct the process of searching for a potential target company in China.

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For a detailed description of risks associated with the cash transfers, see “Legal and Operational Risks Associated with being based in China” on page 8.

Pursuant to the Holding Foreign Companies Accountable Act (the “HFCAA”), the United States Public Company Accounting Oversight Board (the “PCAOB”) issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China of the PRC because of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations.

The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. In accordance with the HFCAA, trading in securities of any registrant on a national securities exchange or in the over-the-counter trading market in the United States may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the registrant’s auditor for three consecutive years beginning in 2021, and, as a result, an exchange may determine to delist the securities of such registrant. On December 23, 2022, the Accelerating Holding Foreign Companies Accountable Act, or the AHFCAA, was enacted, which amended the HFCAA by reducing the aforementioned inspection period from three to two consecutive years, thus reducing the time period before our securities may be prohibited from trading or delisted if our auditor is unable to meet the PCAOB inspection requirement.

Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations (“2021 Determinations”). Our auditor, UHY LLP, is headquartered in the U.S. and have been inspected by the PCAOB on a regular basis, and are subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditors are not included in the list of determinations announced by the PCAOB on December 21, 2021 in their HFCAA Determination Report under PCAOB Rule 6100.

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. The PCAOB vacated its previous 2021 Determinations accordingly. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

If, in the future, the PCAOB is unable to continue to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong, the failure to comply with the requirement under the HFCAA and the AHFCAA that the PCAOB be permitted to inspect the issuer’s public accounting firm within two consecutive years, would subject us to consequences in the future if the PCAOB is unable to inspect our or post-combination company’s accounting firm (whether UHY LLP or another firm) at such future time.

RisksAssociated with Acquiring and Operating a Target Business with its Primary Operation in China

Several of our officers and directors live outside the United States: Ms. Wenxi He lives in the United Kingdom, Mr. Zhuo Wang lives in Singapore, Mr. Zining Jiang lives in China, Mr. Xinghua Fanlives in China and Mr. Konstantin A. Sokolov lives in Malta.

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As set forth herein, we are a holding company with no operations of our own, our efforts in identifying a prospective target business will not be limited to a particular country. Because of such ties to China or Hong Kong, we may be subjected to the laws, rules and regulations of the PRC. Accordingly, in addition to the risk factors referred above, we have set forth some of the primary risks we have identified in seeking to consummate our initial business combination with a company having its primary operations in the PRC.

●	As<br> a Cayman Islands holding company with no operations of our own, we conduct our operations<br> through our principal executive office in the U.S., and our sponsor and a majority of our<br> executive officers and/or directors are located in or have significant ties to the PRC and/or<br> Hong Kong. As a result, we face uncertainty about future actions by the PRC government that<br> could significantly affect our ability to offer or continue to offer securities to investors<br> and cause the value of our securities to significantly decline or be worthless. Further details on this risk are discussed more fully beginning on page 15.
●	The<br> PRC government may intervene or influence our search for a target at any time or may exert more control over offerings conducted<br> overseas and foreign investment in China based issuers, which could result in a material change in the our business operations and/or<br> the value of our securities. Additionally, the governmental and regulatory interference could significantly limit or completely hinder<br> our ability to offer or continue to offer securities to investors post business combination and cause the value of such securities<br> to significantly decline or be worthless. Further details on this risk are discussed more fully beginning on page 15.
●	Trading<br> in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect<br> or fully investigate our auditor. In that case, Nasdaq would delist our securities. The delisting of our securities, or the threat<br> of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB<br> to conduct inspections may deprive our investors with the benefits of such inspections. Further details on this risk are discussed<br> more fully beginning on page 16.
●	Due<br> to our significant ties to the PRC and/or Hong Kong, we may be a less attractive partner<br> to non-PRC or non-Hong Kong based target companies as compared to a non-PRC or non-Hong Kong<br> based SPAC, which may therefore make it harder for us to complete an initial business combination<br> with a target company that is non-PRC or non-Hong Kong based and which may therefore limit<br> the pool of our acquisition candidates. Further details on this risk are discussed more fully<br> beginning on page 17.
●	If<br> we effect a business combination with a company located outside of the United States, the<br> laws applicable to such company will likely govern all of our material agreements and we<br> may not be able to enforce our legal rights to the extent we would in the United States. Further details on this risk are discussed more fully beginning on page<br>17.
●	There<br> are uncertainties in the interpretation and enforcement of PRC laws and regulations that could limit the legal protection available<br> to you and us. Further details on this risk are discussed more fully beginning on page 18.
●	Changes<br> in the policies, regulations, rules, and the enforcement of laws of the PRC government may be abrupt with little advance notice and<br> could have a significant impact upon our ability to operate profitably in the PRC.
●	The<br> approval of the China Securities Regulatory Commission is not required in connection with this offering, however, if required, we<br> cannot predict whether we will be able to obtain such approval. Further details on this risk are discussed more fully beginning on<br> page 19.
●	The approval of the China Securities Regulatory Commission is not required in connection with our IPO and listing<br>on Nasdaq, however, if required, we cannot predict whether we will be able to obtain such approval. The PRC governmental authorities may<br>take the view, now or in the future, that approval from them is required for an overseas offering by us or operations by us if we are<br>a company affiliated with Chinese businesses or persons or may take that view that approval is required for a business combination with<br>a China-based company. Further details on this risk are discussed<br>more fully beginning on page 19.
●	Our initial business combination may be subject to a variety of PRC laws and other obligations regarding cybersecurity<br>and data protection and we may have to spend additional resources and incur additional time delays to complete any such business combination<br>or be prevented from pursuing certain investment opportunities. Further details on this risk are discussed more fully beginning on page<br>20.
●	As<br> a result of merger and acquisition regulations implemented on September 8, 2006 (amended on June 22, 2009) relating to<br> acquisitions of assets and equity interests of Chinese companies by foreign persons, it is expected that acquisitions will take<br> longer and be subject to economic scrutiny by the PRC government authorities such that we may not be able to complete a transaction. Further details on this risk are discussed more fully beginning on page 23.
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●	We<br> are a blank check company with no operating history and no revenues, and you have no basis<br> on which to evaluate our ability to achieve our business objective. Further details on this risk are discussed more fully beginning on page 23.
●	Adverse<br> developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance<br> by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of<br> operations. Further details on this risk are discussed more fully beginning on page 23.
●	The<br> occurrence of natural disasters may adversely affect our business, financial condition and<br> results of operations following our business combination. Further details on this risk are discussed more fully beginning on page<br>24.
●	U.S.<br> laws and regulations, including the Holding Foreign Companies Accountable Act and Accelerating Holding Foreign Companies Accountable<br> Act, may restrict or eliminate our ability to complete a business combination with certain companies, particularly those acquisition<br> candidates with substantial operations in China or Hong Kong. Further details on this risk are discussed more fully beginning on page 24.
●	There are uncertainties in the interpretation and enforcement of PRC laws and regulations that could limit the legal<br>protections available to you and us. Further details on this risk are discussed more fully beginning on page 25.

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Enforceabilityof Civil Liabilities

We are a company incorporated under the laws of the Cayman Islands and administered from outside the United States, and a majority of our assets are located within the United States.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act, and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

There is uncertainty as to whether the Cayman Islands courts would:

●	recognize or enforce<br> against us judgments of U.S. courts based on certain civil liability provisions of U.S. securities laws; and
●	entertain original actions<br> brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or<br> any state in the United States.

There is uncertainty with regard to Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. We have been further advised that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment:

(a)	is given by a foreign<br> court of competent jurisdiction;
(b)	imposes on the judgment<br> debtor a liability to pay a liquidated sum for which the judgment has been given;
(c)	is final;
(d)	is not in respect of<br> taxes, a fine or a penalty;
(e)	was not obtained by<br> fraud; and
(f)	is not of a kind the<br> enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

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HongKong

A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States.

People’sRepublic of China

There is uncertainty as to whether the courts of China would (1) recognize or enforce judgments of United States courts obtained against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or (2) be competent to hear original actions brought in each respective jurisdiction, against us or such persons predicated upon the securities laws of the United States or any state thereof.

The recognition and enforcement of foreign judgments are mainly provided for under the Chinese Civil Procedure Law. Chinese courts may recognize and enforce foreign judgments in accordance with the requirements of the Chinese Civil Procedure Law and other applicable laws and regulations based either on treaties between China and the country where the judgment is made or in reciprocity between jurisdictions. Accordingly, there is uncertainty whether China courts will recognize or enforce judgments of United States or Cayman Islands Courts because China does not have any treaties or other agreements with the Cayman Islands or the United States that provide for the reciprocal recognition and enforcement of foreign judgments as of the date of this prospectus. Further, under Chinese Civil Procedure Law, Chinese courts will not enforce a foreign judgment against us or our officers and directors if the court decides that such judgment violates the basic principles of PRC law or national sovereignty, security or social public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands.

Under the PRC Civil Procedure Law, foreign shareholders may originate actions based on PRC law against a company in China for disputes if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. However, it will be difficult for U.S. shareholders to originate actions against us in the PRC in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding our ordinary shares, to establish a connection to the PRC for a PRC court to have jurisdiction as required under the PRC Civil Procedure Law.

In addition, our directors and officers are nationals or residents of the United States, the United Kingdom and the PRC and most or a substantial portion of their assets are located in the aforementioned locations. Several of our officers and directors live outside the United States: Ms. Wenxi He lives in the United Kingdom, Mr. Zhuo Wang lives in Singapore, Mr. Zining Jiang lives in China, Mr. Xinghua Fanlives in China and Mr. Konstantin A. Sokolov lives in Malta.

As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It will also be costlier and time-consuming for the investors to effect service of process outside the United States, or to enforce judgments obtained from the U.S. courts in the courts of the jurisdictions where our directors and officers reside. For example, to enforce a foreign judgment in Hong Kong, you will be required to apply to the Hong Kong High Court to enforce a foreign judgment for which you will be required to engage a local counsel to facilitate or prepare the application, together with its various supporting documents. You will then be required to go through the standard litigation process to sue on the judgment as a debt. In addition, a judgment of a United States court for civil liabilities predicated upon the federal securities laws of the United States may also not be enforceable in or recognized by the courts of the jurisdictions where our directors and officers reside. As such, it may be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken against the management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States-incorporated company.

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Item1A. RISK FACTORS

As a smaller reporting company, we are not required to include risk factors in this Annual Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations outside of the U.S.:

Asa Cayman Islands holding company with no operations of our own, we conduct our operations through our principal executive office in theU.S., and our sponsor and a majority of our executive officers and/or directors are located in or have significant ties to the PRC and/orHong Kong. As a result, we face uncertainty about future actions by the PRC government that could significantly affect our ability tooffer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

If our target company is a PRC company, or PRC Target Company, we are subjected to certain legal and operational risks, including, without limitation, regulatory review of overseas listing of PRC companies. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard, or if our PRC Target Company fails to comply with their rules and regulations, it will likely result in a material change in our financial performance and our results of operations and/or the value of our ordinary shares post business combination, which could cause the value of such securities to significantly decline or become worthless; and could significantly limit or completely hinder the post-combined company’s ability to offer or continue to offer securities to investors. PRC laws and regulations governing our PRC Target Company’s current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in the PRC Target Company’s operations, significant depreciation of the value of our ordinary shares, or a complete hindrance of our ability to offer or continue to offer our securities to investors.

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using entity variable interest entity, or VIE, structure, adopting new measures to extend the scope of data security and cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. These actions and statements have impacted or may impact our ability to identify and complete a business combination with a PRC Target Company, the operation of the post-combined company, and its ability to accept foreign investments or to list on an U.S. or other foreign exchange. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or implemented, if any, and the potential impact such modified or new laws and regulations will have on the PRC Target Company’s daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange.

If we consummate our initial business combination with a PRC Target Company or a company located in Hong Kong, we may operate in the PRC primarily through our PRC subsidiaries. If we acquire a PRC Target Company, we may transfer funds to the PRC Target Company through an increase in the registered capital of, or a shareholder loan to, the PRC Target Company. The PRC Target Company may in turn make distributions or pay dividends to us. If we adopt a direct ownership structure post-business combination for a PRC Target Company, we may depend on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements. As at the date of this annual report, we have not made any dividends or distributions to our shareholders or any U.S. investors and we have not made any cash transfers as we are a blank check company with no subsidiary.

ThePRC government may intervene or influence our search for a target at any time or may exert more control over offerings conducted overseasand foreign investment in China based issuers, which could result in a material change in the our business operations and/or the valueof our securities. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our abilityto offer or continue to offer securities to investors post business combination and cause the value of such securities to significantlydecline or be worthless.

Recent statements by the PRC government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers. The PRC has recently proposed new rules that would require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that would significantly tighten oversight over China based internet giants. Pursuant to the Measures for Cybersecurity Review, which were promulgated on December 28, 2021 and became effective on February 15, 2022, online platform operators holding more than one million users’ individual information are subject to cybersecurity review before listing abroad. As we are a blank check company and are not involved in the collection of personal data of at least one million users and are not involved in cybersecurity.

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

Based on our understanding of currently applicable PRC laws and regulations, our registered public offering in the U.S. was not subject to the review or prior approval of the CAC or the CSRC. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. In addition, if we were to attempt to complete a business combination with a company that was subject to CAC or CSRC regulations, the CAC or CSRC could not provide approval for the transaction and prevent us from completing a business combination, which would result in our expending significant costs without being able to complete a business combination.

Tradingin our securities may be prohibited under the HFCAA 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 materiallyand adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections may deprive our investorswith the benefits of such inspections.

The Holding Foreign Companies Accountable Act (“HFCAA”) was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares or other securities from being traded on a national securities exchange or in the over the counter trading market in the U.S. Pursuant to the HFCAA, the Public Company Accounting Oversight Board (the “PCAOB”) issued a Determination Report on December 16, 2021, which found that because of a position taken by authorities in the PRC, the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in the PRC or Hong Kong, a Special Administrative Region of the PRC. On December 23, 2022, the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”) was enacted, which amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor, UHY LLP, a public registered public accounting firm headquartered in Manhattan, New York, is an independent registered public accounting firm registered with the PCAOB and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess UHY LLP’s compliance with applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor. Our auditor is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination.

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The HFCAA and AHFCAA would restrict our ability to consummate a business combination with a target business unless that business met certain standards of the PCAOB and would require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those based in China. We may not be able to consummate a business combination with a favorable target business due to these laws.

Dueto our significant ties to the PRC and/or Hong Kong, we may be a less attractive partner to non-PRC or non-Hong Kong based target companiesas compared to a non-PRC or non-Hong Kong based SPAC, which may therefore make it harder for us to complete an initial business combinationwith a target company that is non-PRC or non-Hong Kong based and which may therefore limit the pool of our acquisition candidates.

Due to the legal and regulatory risks associated with being based in China or Hong Kong and our sponsor as well as a majority of our executive officers and directors having significant ties to the PRC and Hong Kong, this may make us a less attractive partner to non-PRC or non-Hong Kong based target companies as compared to a non-PRC or non-Hong Kong based special purpose acquisition companies, which may therefore make it harder for us to complete an initial business combination with a target company that is non-PRC or non-Hong Kong based and which may therefore limit the pool of our acquisition candidates and make it more likely for us to consummate a business combination with a target company located in the PRC or Hong Kong.

Ifwe effect a business combination with a company located outside of the United States, the laws applicable to such company will likelygovern all of our material agreements and we may not be able to enforce our legal rights to the extent we would in the United States.

If we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws.

Currently, all of our executive officers and directors are located outside of the United States and are nationals or residents of jurisdictions other than the United States save except for Mr. Zhuo Wang, our independent director, and all or a substantial portion of his assets are located outside of the United States. Ms. Wenxi He, our Chief Executive Officer, Chief Financial Officer, chairlady of the board of directors and director, is currently located in the United Kingdom. Mr. Zinging Jiang, our independent director, is currently located in China. Mr. Xinghua Fan, our independent director, is currently located in China. As at the date of this annual report, our sponsor, M-Star Management Corporation is located in British Virgin Islands.

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As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It will also be costlier and time-consuming for the investors to effect service of process outside the United States, or to enforce judgments obtained from the U.S. courts in the courts of the jurisdictions where our directors and officers reside. For example, to enforce a foreign judgment in Hong Kong, you will be required to apply to the Hong Kong High Court for the application for which you will be required to engage a local counsel to facilitate or prepare the application alongside the various supporting documentations for the application. After which, you will be required to go through the standard litigation process to sue on the judgment as a debt. In addition, a judgment of a United States court for civil liabilities predicated upon the federal securities laws of the United States may also not be enforceable in or recognized by the courts of the jurisdictions where our directors and officers reside. As such, it may be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors.

Thereare uncertainties in the interpretation and enforcement of PRC laws and regulations that could limit the legal protection available toyou and us.

Our sponsor and the majority of our executive officers and directors are located in or have significant ties to the PRC and/or Hong Kong, and we may seek to acquire a company that is based in China or Hong Kong in an initial business combination. The uncertainties in the interpretation and enforcement of PRC laws, rules and regulations would apply to us if we were to acquire a company that is based in China or Hong Kong post-business combination. Because of such ties to China or Hong Kong, we may be governed by PRC laws and regulations. PRC companies and variable interests entities are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws and regulations applicable to wholly foreign-owned enterprises. The PRC legal system is based on statutes. Prior court decisions may be cited for reference but have limited precedential value.

Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

Changesin the policies, regulations, rules, and the enforcement of laws of the PRC government may be abrupt with little advance notice and couldhave a significant impact upon our ability to operate profitably in the PRC.

We conduct most of our operations and our post-combination entity may conduct most of its operations and generate most of its revenue in the PRC. Accordingly, economic, political and legal developments in the PRC will significantly affect our or our post- combination entity’s business, financial condition, results of operations and prospects. Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. Our post-combination entity’s ability to operate profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations or their interpretation, particularly those dealing with the Internet, including censorship and other restriction on material which can be transmitted over the Internet, security, intellectual property, money laundering, taxation and other laws that affect our post- combination entity’s ability to operate its business.

Any actions by the PRC government to exert more oversight and control over offerings (including businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in PRC-based issuers 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 be worthless.

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Theapproval of the China Securities Regulatory Commission is not required in connection with our IPO and listing on Nasdaq, however, ifrequired, we cannot predict whether we will be able to obtain such approval. The PRC governmental authorities may take the view, nowor in the future, that approval from them is required for an overseas offering by us or operations by us if we are a company affiliatedwith Chinese businesses or persons or may take that view that approval is required for a business combination with a China-based company.

The Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors (2009 Amendments) (the “M&A Rules”) promulgated by the PRC include, among other things, provisions that purport to require that an offshore special purpose vehicle formed for the purpose of an overseas listing of securities in company with operations in the PRC obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures specifying documents and materials required to be submitted to it by special purpose vehicles seeking the CSRC’s approval of overseas listings. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules and the CSRC approval requirement to offshore special purpose vehicles.

Moreover, except for emphasizing the need to strengthen regulations and administrative actions aimed at preventing illegal securities activities, and strengthen the supervision of overseas listings by Chinese companies, the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July 6, 2021, also provide that the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will clarify the duties of domestic regulatory authorities.

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

On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection and the National Archives Administration jointly issued the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Provisions, which will take effective from March 31, 2023. The Confidentiality and Archives Provisions specify that during the overseas securities offering and listing activities of domestic companies, domestic companies and securities companies and securities service institutions providing certain securities-related services shall, by strictly abiding by the relevant laws and regulations of the PRC and the Confidentiality and Archives Provisions, institute sound confidentiality and archives administration systems, take necessary measures to fulfill confidentiality and archives administration obligations, and shall not divulge any national secrets, work secrets of governmental agencies or harm national and public interests. The Confidentiality and Archives Provisions provide that they are applicable to initial public offerings as well as other types of securities listing of PRC domestic enterprises, including de-SPAC transactions, and any future issuance of securities and listing activities after the initial listing.

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Based on our understanding of the current PRC laws and regulations, we are not required to obtain any prior permission under the M&A Regulations, the Opinions, or the Trial Measures from any PRC governmental authorities (including the CSRC) for our IPO and listing on Nasdaq, given that: (a) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to the M&A Rules; and (b) we are a blank check company incorporated in the Cayman Islands and currently we do not own or control any equity interest in any PRC company or operate any business in China. As of the date of this annual report, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or any other PRC governmental authorities. However, there remains some uncertainty and no assurance as to how the M&A Rules, the Opinions, or the Trial Measures, will be interpreted or implemented by the relevant PRC governmental authorities, including the CSRC, or that the CSRC or any other PRC governmental authorities will not promulgate new rules or adopt new interpretation of existing rules that would require us to obtain CSRC or other PRC governmental approvals for this offering or, in the context of an overseas offering or if we decide to consummate the business combination with a China-based company.

Furthermore, according to the Measures for Cybersecurity Review, which were promulgated on December 28, 2021 and became effective on February 15, 2022, online platform operators holding more than one million users’ individual information are subject to cybersecurity review before listing abroad. As we are a blank check company and are not involved in the collection of personal data of at least one million users and are not involved in cybersecurity, we do not believe that we are a “network platform operator,” or subject to the cybersecurity review of the CAC.

Further, we have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this offering, and a potential business combination with a target business based in and primarily operating in China. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or any other Hong Kong or PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. The relevant Hong Kong or PRC government agencies could reach a different conclusion, and, if it is determined in the future that the approval of the CSRC, CAC or any other regulatory authority is required for this offering, we or our post-business combination company may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. This could occur in the event we do not receive or maintain any required governmental permissions or approvals; if we inadvertently conclude that such permissions or approvals are not required; or, if applicable laws, regulations or interpretations change, and we are required to obtain such permissions or approvals in the future. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability or our PRC subsidiary’s ability to pay dividends outside of China, post business combination; limit our PRC subsidiary’s post business combination in China; delay or restrict the repatriation of the proceeds from this offering into China; or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, including but not limited, to revoking business and other licenses, requiring restructure of ownership or operations and requiring discontinuation ofany portion of all of the acquired business, and any of the foregoing can adversely affect the trading price of our securities pre- and post-business combination.

Ourinitial business combination may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protectionand we may have to spend additional resources and incur additional time delays to complete any such business combination or be preventedfrom pursuing certain investment opportunities.

Our initial business combination may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.

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Pursuant to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products and services that affects or may affect national security, it should be subject to cybersecurity review by CAC. Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator” remains unclear.

For instance, various regulatory bodies in China, including the Cybersecurity Administration Committee, or CAC, the Ministry of Public Security and the State Administration for Market Regulation, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. In April 2020, the Chinese government implemented Cybersecurity Review Measures, which came into effect on June 1, 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which affects or may affect national security. On November 14, 2021, the Cyberspace Administration of China has publicly solicited opinion on the Regulation on Network Data Security Management (Consultation Draft), which stipulates that data processor that undertakes data processing activities using Internet networks within China shall apply for the cybersecurity review if it conducts data processing activities that will or may have an impact on the national security. The review is mandatory if the data processor controls more than 1 million users’ personal information and intends to be listed in a foreign country, or if the data processor that will or may impact the national security seeks to be listed in Hong Kong. As of the date of this prospectus, the Draft Regulation on Network Data Security Management has not been formally adopted. On December 28, 2021, the Cyberspace Administration of China, jointly with 12 departments under the State Council, implemented the Measures for Cybersecurity Review, which became effective on February 15, 2022. According to the Measures for Cybersecurity Review, operators of critical information infrastructure purchasing network products and services, and data processors carrying out data processing activities that affect or may affect national security, shall conduct cyber security review. An operator, including operators of critical information infrastructure and data processors, who controls more than 1 million users’ personal information must report to the Cyber Security Review Office for a cybersecurity review if it intends to be listed in a foreign country.

Certain internet platforms in China have been reportedly subject to heightened regulatory scrutiny in relation to cybersecurity matters. As of the date of this prospectus, we have not been informed by any PRC governmental authority of any requirement that we file for a cybersecurity review. As a result, it will not affect our process of searching for a business combination target until further certainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. However, if we or the combined company following a business combination are deemed to be a critical information infrastructure operator or a company that is engaged in data processing and holds personal information of more than one million users, we could be subject to PRC cybersecurity review.

As there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations, we or the combined company following a business combination could be subject to cybersecurity review, and if so, it is uncertain whether we can or how long it will take us to obtain such approval or complete such procedures and any such approval could be rescinded and we may not be able to pass such review in relation to this offering, searching for a business combination target, or a business combination. In addition, we could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the future. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, including suspension of business, website closure, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings or actions, which may have material adverse effect on our business, financial condition or results of operations.

On June 10, 2021, the Standing Committee of the PRC National People’s Congress, or SCNPC, implemented the PRC Data Security Law, which will take effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information. On August 20, 2021, the SCNPC adopted the Personal Information Protection Law, which shall come into force as of November 1, 2021. The Personal Information Protection Law includes the basic rules for personal information processing, the rules for cross-border provision of personal information, the rights of individuals in personal information processing activities, the obligations of personal information processors, and the legal responsibilities for illegal collection, processing, and use of personal information.

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Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas- listed companies and the demand for cybersecurity and data privacy protection. Moreover, the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yet effective) on July 10, 2021, which requires operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with the CAC. As these opinions and the draft measurers were recently issued, official guidance and interpretation of these two remain unclear in several respects at this time.

These rules could result in us not being able to acquire a potential target in the PRC, or our using time and working capital to pursue a transaction that cannot be completed because of the actions of regulators.

As uncertainties remain regarding the interpretation and implementation of these laws and regulations, we cannot assure you that we or the combined company following a business combination will comply with such regulations in all respects and we or the combined company following a business combination may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. We or the combined company following a business combination may also become subject to fines and/or other sanctions which may have material adverse effect on our business, operations and financial condition.

If, for example, our potential initial business combination is with a target business operating in the PRC and if the enacted version of the draft measures mandates clearance of cybersecurity review and other specific actions to be completed by the target business, we may face uncertainties as to whether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such acquisition. Cybersecurity review could also result in negative publicity with respect to our initial business combination and diversion of our managerial and financial resources. We may also be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result in a significant national security issue.

ThePRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas andforeign investment in China based issuers, which could result in a material change in the our business operations and/or the value ofour securities. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our abilityto offer or continue to offer securities to investors post business combination and cause the value of such securities to significantlydecline or be worthless.

Statements by the Chinese government in 2021 have indicated an intent to exert more oversight and control over offerings that are conducted overseas by and/or foreign investments in, China-based issuers. The PRC proposed new rules in 2021 that would require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that would significantly tighten oversight over China-based internet giants. On November 14, 2021, the CAC publicly solicited opinion on the Regulation on Network Data Security Management (Consultation Draft), which stipulates that any data processor that undertakes data processing activities using Internet networks within China must apply for the cybersecurity review if it conducts data processing activities that will or may have an impact on national security. The review is mandatory if the data processor controls more than one million users’ personal information and intends to be listed in a foreign country, or if the data processor that will or may impact the national security seeks to be listed in Hong Kong. As of the date of this prospectus, the Draft Regulation on Network Data Security Management has not been formally adopted. On December 28, 2021, the CAC, jointly with 12 departments under the State Council, promulgated the Measures for Cybersecurity Review, which became effective on February 15, 2022. According to the Measures for Cybersecurity Review, operators of critical information infrastructure purchasing network products and services and data processors carrying out data processing activities that affect or may affect national security must conduct a cybersecurity review. An operator, including operators of critical information infrastructure and data processors, who controls more than one million users’ personal information must report to the Cyber Security Review Office for a cybersecurity review if it intends to be listed in a foreign country.

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We currently do not have any PRC subsidiaries or operations in China. However, because of our ties to China, we may pursue a business combination with a China-based company. Therefore, it is uncertain whether such China-based company will be involved in the collection of user data, implicate national security, or involve any other type of restricted industry. Based on our understanding of currently applicable PRC laws and regulations, our registered public offering in the United States is not subject to the review or prior approval of the CAC or the CSRC. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Asa result of merger and acquisition regulations implemented on September 8, 2006 (amended on June 22, 2009) relating to acquisitionsof assets and equity interests of Chinese companies by foreign persons, it is expected that acquisitions will take longer and be subjectto economic scrutiny by the PRC government authorities such that we may not be able to complete a transaction.

On September 8, 2006, the PRC Ministry of Commerce, together with several other government agencies, implemented the Regulations on Merger and Acquisition of Domestic Enterprises by Foreign Investors (the “M&A Regulations”), including its amendment on June 22, 2009), which implemented a comprehensive set of regulations governing the approval process by which a Chinese company may participate in an acquisition of its assets or its equity interests and by which a Chinese company may obtain public trading of its securities on a securities exchange outside the PRC. Although there was a complex series of regulations in place prior to September 8, 2006 for approval of Chinese enterprises that were administered by a combination of provincial and centralized agencies, the M&A Regulations have largely centralized and expanded the approval process to the Ministry of Commerce, the State Administration of Industry and Commerce (SAIC), the State Administration of Foreign Exchange (SAFE) or its branch offices, the State Asset Supervision and Administration Commission (SASAC), and the China Securities Regulatory Commission (CSRC). Depending on the structure of the transaction, these M&A Regulations will require the Chinese parties to make a series of applications and supplemental applications to one or more of the aforementioned agencies, some of which must be made within strict time limits and depending on approvals from one or the other of the aforementioned agencies. The application process has been supplemented to require the presentation of economic data concerning a transaction, including appraisals of the business to be acquired and evaluations of the acquirer which will permit the government to assess the economics of a transaction in addition to the compliance with legal requirements. If obtained, approvals will have expiration dates by which a transaction must be completed. Also, completed transactions must be reported to the Ministry of Commerce and some of the other agencies within as hort period after closing or be subject to an unwinding of the transaction. Therefore, acquisitions in China may not be able to be completed because the terms of the transaction may not satisfy aspects of the approval process and may not be completed, even if approved, if they are not consummated within the time permitted by the approvals granted.

Weare a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieveour business objective.

We are a blank check company established under the laws of the Cayman Islands with no operating results, and we commenced operations only after the closing of our initial public offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

Adversedevelopments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performanceby financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.

Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. Most recently, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. We do not have any account with SVB or Signature Bank and we have access to all of our funds. Although we assess our banking and customer relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our business, financial condition or results of operations.

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Theoccurrence of natural disasters may adversely affect our business, financial condition and results of operations following our businesscombination.

The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect our business, financial condition or results of operations following our business combination. The potential impact of a natural disaster on our results of operations and financial position is speculative, and would depend on numerous factors. The extent and severity of these natural disasters will determine their effect on a given economy. Although the long term effect of diseases such as the H5N1 “avian flu,” or H1N1, the swine flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect on the economies of those countries in which they were most prevalent. An outbreak of a communicable disease could adversely affect our business, financial condition and results of operations following our business combination. We cannot assure you that natural disasters will not occur in the future or that its business, financial condition and results of operations will not be adversely affected.

U.S.laws and regulations, including the Holding Foreign Companies Accountable Act and Accelerating Holding Foreign CompaniesAccountable Act, may restrict or eliminate our ability to complete a business combination with certain companies, particularly those acquisition candidates with substantial operations in China or Hong Kong.

Future developments in U.S. laws may restrict our ability or willingness to complete certain business combinations with companies. For instance, the federal government has recently proposed legislation that would restrict our ability to consummate a business combination with a target business unless that business met certain standards of the Public Company Accounting Oversight Board (United States), or PCAOB, and would require delisting of a company from national securities exchanges if it failed to retain an accounting firm that the PCAOB has inspected to the satisfaction of the SEC. Such proposed legislation would also require public companies to disclose whether they are owned or controlled by a foreign government, specifically those based in China. We may not be able to consummate a business combination with a favored target business due to these laws. Furthermore, the documentation we may be required to submit to the SEC proving certain beneficial ownership requirements and establishing that we are not owned or controlled by a foreign government in the event that we use a foreign public accounting firm not subject to inspection by the PCAOB or where the PCAOB is unable to completely inspect or investigate our accounting practices or financial statements because of a position taken by an authority in the foreign jurisdiction could be onerous and time consuming to prepare.

Ourpublic shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete ourinitial business combination even though a majority of our public shareholders does not support such a combination.

We may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands law or the rules of the NASDAQ or if we decide to hold a shareholder vote for business or other reasons. Examples of transactions that would not ordinarily require shareholder approval include asset acquisitions and share purchases, while transactions such as direct mergers with our company or transactions where we issue more than 20% of our outstanding shares would require shareholders’ approval. For instance, the NASDAQ rules currently allow us to engage in a tender offer in lieu of a shareholder meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek shareholder approval of such business combination. Except as required by law or NASDAQ rules, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the issued and outstanding ordinary shares do not approve of the business combination we consummate.

Ifwe seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor ofsuch initial business combination, regardless of how our public shareholders vote.

Unlike other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement shares held by them, as well as any public shares purchased during or after this offering, in favor of our initial business combination. We expect that our sponsor and its permitted transferees will own approximately 21.88% of our issued and outstanding ordinary shares at the time of any such shareholder vote (assuming it does not purchase units in this offering, and taking into account ownership of the private placement units). As a result, in addition to our initial shareholders’ founder shares, we would need only 1,204,839 or approximately 21.45% of the 5,614,676 public shares to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

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Shareholders’only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of yourright to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our Board of Directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, shareholders only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

Thereare uncertainties in the interpretation and enforcement of PRC laws and regulations that could limit the legal protections availableto you and us.

Our sponsor and some of your officers and directors being located in China or Hong Kong, and we may seek to acquire a company that is based in China or Hong Kong in an initial business combination. The uncertainties in the interpretation and enforcement of PRC laws, rules and regulations would apply to us if we were to acquire a company that is based in China or Hong Kong, regardless of whether we have a direct ownership structure post-business combination. Because of such ties to China or Hong Kong, we may be governed by PRC laws and regulations. PRC companies and variable interest entities are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws and regulations applicable to wholly foreign-owned enterprises. The PRC legal system is based on statutes. Prior court decisions may be cited for reference but have limited precedential value.

Theability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential businesscombination targets, which may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination or such greater 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. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

Theability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to completethe most desirable business combination or optimize our capital structure.

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

Theability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probabilitythat our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

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Therequirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverageover us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combinationtargets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on termsthat would produce value for our shareholders.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 9 months from the closing of our initial public offering (or up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a business combination). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

Wemay not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operationsexcept for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may onlyreceive $10.00 per share, or less than such amount in certain circumstances, and our rights and warrants will expire worthless.

Our sponsor, officers and directors have agreed that we must complete our initial business combination within 9 months from the closing of our initial public offering (or up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a business combination,). We may not be able to find a suitable target business and complete our initial business combination within such time period. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share, and our rights and warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.

Oursponsor may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operationsexcept for the purpose of winding up and we would redeem our public shares and liquidate, and the rights and warrants will be worthless.

We will have until 9 months from the closing of our initial public offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 9 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to twelve times, each by an additional month (for a total of up to 22 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. In order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees must deposit into the trust account $187,188 ($0.033 per public share), up to $0.433 per public share, on or prior to the date of the applicable deadline, for each monthly extension. Any such payments would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated.

Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights and warrants will be worthless.

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Ifwe seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliatesmay elect to purchase shares from the public shareholders, which may influence a vote on a proposed business combination and reducethe public “float” of our ordinary shares.

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 sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. Please see “Proposed Business — Permitted purchases of our securities” for a description of how such persons will determine which shareholders to seek to acquire shares from. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The price per share paid in any such transaction may be different from the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our Initial business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our ordinary shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Ifa shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, orfails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

Youwill not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate yourinvestment, therefore, you may be forced to sell your public shares, rights or warrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 9 months from the closing of our initial public offering (or up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a business combination,) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 9 months from the closing of our initial public offering (or up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a business combination), subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, rights or warrants, potentially at a loss.

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NASDAQmay delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securitiesand subject us to additional trading restrictions.

Our units, ordinary shares, rights and warrants are listed on the NASDAQ. We cannot guarantee that our securities will continue to be, listed on NASDAQ in the future or prior to our initial business combination. In order to continue listing our securities on NASDAQ prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum market value of listed securities of $50 million, a minimum market value of public held shares of $15 million, and a minimum number of holders of our securities (generally 400 public holders).

If NASDAQ delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

●	a<br> limited availability of market quotations for our securities;
●	reduced<br> liquidity for our securities;
---	---
●	a<br> determination that our ordinary shares is a “penny stock” which will require brokers trading in our ordinary shares to<br> adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our<br> securities;
---	---
●	a<br> limited amount of news and analyst coverage; and
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●	a<br> decreased ability to issue additional securities or obtain additional financing in the future.
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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units, ordinary shares, rights and warrants are listed on NASDAQ, our units, ordinary shares, rights and warrants are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination.

Ifwe seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,and if you or a “group” of shareholders are deemed to hold in excess of 15% of the ordinary shares sold in our initial publicoffering, you will lose the ability to redeem all such shares in excess of 15% of our ordinary shares sold in our initial public offering.

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 seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to throughout this Form 10-K as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

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Becauseof our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to completeour initial business combination. If we are unable to complete our initial business combination, our public shareholders may receiveonly approximately $10.00 per share, or less in certain circumstances, on our redemption, and our rights and warrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target business, we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement units, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, if we are obligated to pay cash for the ordinary shares redeemed and, in the event we seek shareholder approval of our initial business combination, we make purchases of our ordinary shares, potentially reducing the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share (or less in certain circumstances) on the liquidation of our trust account and our rights and warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.

Ifthe net proceeds of our initial public offering not being held in the trust account are insufficient to allow us to operate for at least9 months (or up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a businesscombination,), we may be unable to complete our initial business combination.

The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least 9 months (or up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a business combination,), assuming that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

We believe that, upon the closing of our initial public offering, the funds available to us outside of the trust account, will be sufficient to allow us to operate for at least 9 months (or up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a business combination,); however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share (or less in certain circumstances) on the liquidation of our trust account and our rights and warrants will expire worthless. In such case, our public shareholders may only receive $10.00 per share, and our rights and warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.

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Ourworking capital position and the requirement that we consummate an initial business combination within 22 months after the closing ofour IPO give rise to substantial doubt about our ability to continue as a going concern.

At December 31, 2022, we had approximately $178,652 in cash. We have incurred and we expect to continue to incur significant costs in pursuit of a business combination. Further, we have until March 5, 2023 or February 5, 2024 with extension to consummate a business combination, and it is uncertain that we will be able to consummate a business combination by that date. If a business combination is not consummated by that date, we will commence a mandatory liquidation and subsequent dissolution. These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date of our financial statements included in this report. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Ifthe net proceeds of our initial public offering and the sale of the private placement units not being held in the trust account are insufficient,it could limit the amount available to fund our search for a target business or businesses and complete our initial business combinationand we will depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial businesscombination.

Of the net proceeds of our initial public offering and the sale of the private placement units, only $682,250 was available to us initially outside the trust account to fund our working capital requirements. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.00 per share (or less in certain circumstances) on our redemption of our public shares, and our rights and warrants will expire worthless. In such case, our public shareholders may only receive $10.00 per share, and our rights and warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.

Subsequentto the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairmentor other charges that could have a significant negative effect on our financial condition, results of operations and our share price,which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about our securities or us. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

Ifthird parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount receivedby shareholders may be less than $10.00 per share.

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

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Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. Our sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Ourdirectors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds inthe trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

If,after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcypetition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Boardof Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directorsand us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, our Board of Directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

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If,before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcypetition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of ourshareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may bereduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Ifwe are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirementsand our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

●	restrictions<br> on the nature of our investments; and
●	restrictions<br> on the issuance of securities;
---	---

each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:

●	registration<br> as an investment company;
●	adoption<br> of a specific form of corporate structure; and
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●	reporting,<br> record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in United States government treasury bills with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless.

Changesin laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and resultsof operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.

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Ifwe are unable to consummate our initial business combination within the initial 9 months (or up to 22 months from the closing of ourinitial public offering if we extend the period of time to consummate a business combination) of the closing of our initial public offering,our public shareholders may be forced to wait beyond such 9 months (or up to 22 months) before redemption from our trust account.

If we are unable to consummate our initial business combination within the initial 9 months (or up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a business combination,), we will distribute the aggregate amount then on deposit in the trust account (less up to $50,000 of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Law. In that case, investors may be forced to wait beyond the initial 9 months (or up to 22 months) before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.

Ourshareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemptionof their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to fines and to imprisonment for five years in the Cayman Islands.

Wemay not hold an annual meeting of shareholders until after the consummation of our initial business combination.

In accordance with NASDAQ corporate governance requirements, we are required to hold an annual meeting no later than one year after our first fiscal year end following our listing on NASDAQ, unless we continue to be a foreign private issuer. There is no requirement under the Cayman Islands’ Companies Law for us to hold annual or general meetings or elect directors. Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.

Becausewe are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination,you will be unable to ascertain the merits or risks of any particular target business’s operations.

We may seek to complete a business combination with an operating company in any industry or sector. However, we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Because we have not yet identified or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

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Pastperformance by our management team and their respective affiliates may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses associated with, our management team and their affiliates is presented for informational purposes only. Past performance by our management team, including their affiliates’ past performance, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of our management team and their affiliates as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful.

Wemay seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.

We will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operations. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

Althoughwe have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we mayenter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the targetbusiness with which we enter into our initial business combination may not have attributes entirely consistent with our general criteriaand guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if we are no longer a foreign private issuer and shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust account and our rights and warrants will expire worthless.

Wemay seek acquisition opportunities with a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

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Weare not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently,you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financialpoint of view.

Wemay issue additional ordinary or preference shares to complete our initial business combination or under an employee incentive plan aftercompletion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present otherrisks.

Our amended and restated memorandum and articles of association will authorize the issuance of up to 50,000,000 ordinary shares, par value $0.001 per share. There are 41,180,324 authorized but unissued ordinary shares available for issuance and there is no preference shares issued and outstanding.

We may issue a substantial number of additional ordinary shares, and may issue preference shares, in order to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. However, our amended and restated memorandum and articles of association will provide, among other things, that prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. The issuance of additional ordinary shares or preference shares:

●	may<br> significantly dilute the equity interest of investors in our initial public offering;
●	may<br> subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary<br> shares;
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●	could<br> cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability<br> to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and<br> directors; and
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●	may<br> adversely affect prevailing market prices for our units, ordinary shares, rights and/or warrants.
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Wemay be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequencesto U.S. investors.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Income Tax Considerations — Certain U.S. Federal Income Tax Considerations — U.S. Holders”) of our ordinary shares, rights or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned “Income Tax Considerations — Certain U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules”). Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our ordinary shares, rights and warrants in all cases. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares, rights and warrants.

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Wemay reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result intaxes imposed on shareholders.

We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Law, reincorporate in the jurisdiction in which the target company or business is located. The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

Resourcescould be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locateand acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders mayreceive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust accountand our rights and warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust account and our rights and warrants will expire worthless.

Weare dependent upon our officers and directors and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Ourability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the effortsof our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negativelyimpact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

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Ourkey personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause themto have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

Wemay have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial businesscombination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Ourofficers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as tohow much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initialbusiness combination.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he or she may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

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Certainof our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activitiessimilar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particularbusiness opportunity should be presented.

Following the completion of our initial public offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our sponsor and officers and directors are, or may in the future become, affiliated with other blank check companies like ours or other entities (such as operating companies or investment vehicles) that are engaged in making and managing investments in a similar business.

Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands law.

Ourofficers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with ourinterests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

Wemay engage in a business combination with one or more target businesses that have relationships with entities that may be affiliatedwith our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

In light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers and directors. Our officers and directors also serve as officers and board members for other entities. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

Sinceour sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflictof interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

On July 5, 2021, our sponsor purchased an aggregate of 1,437,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.02 per share. On September 26, 2021, the Company purchased back all the 1,437,500 founder shares for $25,000 and reissued 2,875,000 shares to our sponsor for $25,000, or approximately $0.01 per shares. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. As such, our sponsor owns approximately 21.88% of our issued and outstanding shares after our initial public offering (assuming it does not purchase units in our initial public offering and taking into account ownership of the private placement units). The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has purchased an aggregate of 330,000 private placement units, for a purchase price of $3,300,000 in the aggregate, or $10.00 per unit, that will also be worthless if we do not complete a business combination.

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Each private placement unit consists of one private placement share, one private placement warrant and one private placement right. Each private placement right will be converted to one tenth (1/10) of one ordinary share upon the closing of the business combination transaction. Each private placement warrant may be exercised for one ordinary share at a price of $11.50 per whole share, subject to adjustment as provided herein.

The founder shares are identical to the ordinary shares included in the units being sold in our initial public offering except that (i) the founder shares are subject to certain transfer restrictions and (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to any founder shares, private placement shares and public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (x) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the timeframe set forth therein or with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 9 months from the closing of our initial public offering (or up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) (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 prescribed time frame).

The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.

Sinceour sponsor, officers and directors may not be eligible to be reimbursed for their out-of-pocket expenses if our initial business combinationis not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate forour initial business combination.

At the closing of our initial business combination, our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for 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. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. These financial interests of our sponsor, officers and directors may influence their motivation in identifying and selecting a target business combination and completing an initial business combination.

Wemay issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adverselyaffect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

●	default<br> and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt<br> obligations;
●	acceleration<br> of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants<br> that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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| --- | | ● | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; | | --- | --- | | ● | our inability to obtain necessary additional financing if the debt security 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. | | --- | --- |

Wemay only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placementunits, which will cause us to be solely dependent on a single business which may have a limited number of products or services. Thislack of diversification may negatively impact our operations and profitability.

Of the net proceeds from our initial public offering and the sale of the private placement units, $56,146,760 was available to complete our business combination and pay related fees and expenses (which includes up to approximately $2,875,000 for the payment of deferred underwriting commissions).

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

●	solely<br> dependent upon the performance of a single business, property or asset; or
●	dependent<br> upon the development or market acceptance of a single or limited number of products, processes or services.
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This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

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Wemay attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to completeour initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

Wemay attempt to complete our initial business combination with a private company about which little information is available, which mayresult in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

Ourmanagement may not be able to maintain control of a target business after our initial business combination. We cannot provide assurancethat, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitablyoperate such business.

We may structure a business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business.

Wedo not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to completea business combination with which a substantial majority of our shareholders do not agree.

Our amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we are no longer a foreign private issuer and we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

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Thefact that our sponsor is, is controlled by, and has substantial ties with a non-U.S. person could impact our ability to complete ourinitial business combination.

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

Our sponsor, M-Star Management Corp., is controlled by our Chairman and Chief Executive Officer Man Chak Leung, who is a Hong Kong citizen. Our sponsor will own approximately 22.88% of the outstanding shares of us after we complete the initial public offering. Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Because we may be considered a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our initial business combination with any potential target company falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such business. In addition, if our business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete its initial business combination (9 months, or up to 22 months, if we extend the time to complete a business combination as described in this prospectus), our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive the cash held in the trust account, and our warrants and rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Investorsmay view our units as less attractive than those of other blank check companies.

Unlike other blank check companies that sell units comprised of shares and warrants each to purchase one full share in their initial public offerings, we are selling units each of which is comprised of one ordinary share, one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination and one redeemable warrant. Each warrant entitles the holder thereof to purchase one ordinary share. The rights and warrants will not have any voting rights and will expire and be worthless if we do not consummate an initial business combination. Furthermore, no fractional shares will be issued upon exercises of the warrants. As a result, unless you acquire at least two warrants, you will not be able to receive a share upon exercise of your warrants. Accordingly, investors in our initial public offering will not be issued the same securities as part of their investment as they may have in other blank check company offerings, which may have the effect of limiting the potential upside value of your investment in our company.

Inorder to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of theircharters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated memorandumand articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combinationthat our shareholders may not support.

In order to effectuate a business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the period of time in which it had to consummate a business combination. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments or extend the time in which we have to consummate a business combination through amending our amended and restated memorandum and articles of association will require a special resolution of our shareholders as a matter of Cayman Islands law.

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Theprovisions of our amended and restated memorandum and articles of association that relate to our pre-initial business combination activity(and corresponding provisions of the agreement governing the release of funds from our trust account), including an amendment to permitus to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidationis substantially reduced or eliminated, may be amended with the approval of holders of at least two-thirds of our ordinary shares whoattend and vote in a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easierfor us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate thecompletion of an initial business combination that some of our shareholders may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-initial business combination activity, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions requires approval by between 90% and 100% of the company’s public shareholders. Our amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-initial business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association or an amendment to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated), but excluding the provision of the articles relating to the appointment of directors, may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association. Our sponsor, which beneficially owns approximately 36.34% of our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

Certainagreements related to our initial public offering may be amended without shareholder approval.

Certain agreements, including the underwriting agreement relating to our initial public offering, the investment management trust agreement between us and Wilmington Trust, National Association and Vstock Transfer LLC, the letter agreement among us and our sponsor, officers, directors and director nominees, the registration rights agreement among us and our sponsor and the administrative services agreement between us and our sponsor, may be amended without shareholder approval. These agreements contain various provisions that our public shareholders might deem to be material. For example, the underwriting agreement related to our initial public offering contains a covenant that the target company that we acquire must have a fair market value equal to at least 80% of the balance in the trust account at the time of signing the definitive agreement for the transaction with such target business (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) so long as we obtain and maintain a listing for our securities on the NASDAQ. While we do not expect our board to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse effect on the value of an investment in our securities.

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Wemay be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a targetbusiness, which could compel us to restructure or abandon a particular business combination.

Although we believe that the net proceeds of our initial public offering and the sale of the private placement units will be sufficient to allow us to complete our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement units prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business combination, our public shareholders may only receive approximately $10.00 per share on the liquidation of our trust account, and our rights and warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.

Wemay amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders ofa majority of the then issued and outstanding warrants.

Our warrants will be issued in registered form under a warrant agreement between Vstock Transfer LLC, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then issued and outstanding warrants (including private warrants) to make any change that adversely affects the interests of the registered holders of warrants. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of a majority of the then issued and outstanding warrants (including private warrants) approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of a majority of the then issued and outstanding warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant.

Wemay redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our ordinary shares equal or exceed $18.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our initial public offering. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

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Ourmanagement’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receivefewer ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrantsfor cash.

If we call our public warrants for redemption after the redemption criteria described elsewhere in this prospectus have been satisfied, our management will have the option to require any holder that wishes to exercise his warrant (including any warrants held by our sponsor, officers or directors, other purchasers of our founders’ units, or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company.

Ourwarrants and founder shares may have an adverse effect on the market price of our ordinary shares and make it more difficult to effectuateour initial business combination.

We have issued, as part of the units offered in our IPO and, simultaneously with the closing of our initial public offering, an aggregate of 11,830,000 public and private placement units. In each case, the warrants are exercisable to purchase one-half of one ordinary share at a price of $11.50 per whole share, subject to adjustment as provided herein. Prior to our initial public offering, our sponsor purchased an aggregate of 2,875,000 founder shares in a private placement. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into units, at the price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 ordinary shares if $1,500,000 of notes were so converted, as well as 150,000 warrants to purchase 150,000 shares) at the option of the lender and 150,000 rights. Such units would be identical to the private placement units. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding ordinary shares and reduce the value of the ordinary shares issued to complete the business transaction. Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. The private placement units are identical to the units sold in our initial public.

Aprovision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

Unlike some other blank check companies, if

(i)	we<br> issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial<br> business combination at a Newly Issued Price of less than $9.20 per share;
(ii)	the<br> aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available<br> for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),<br> and
---	---
(iii)	the<br> Market Value is below $9.20 per share,
---	---

then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

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Thedetermination of the offering price of our units and the size of our initial public offering is more arbitrary than the pricing of securitiesand size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering priceof our units properly reflects the value of such units than you would have in a typical offering of an operating company.

Prior to our initial public offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between the underwriters and us. In determining the size of our initial public offering, management held customary organizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of our initial public offering, prices and terms of the units, including the ordinary shares and warrants underlying the units, include:

●	the<br> history and prospects of companies whose principal business is the acquisition of other companies;
●	prior<br> offerings of those companies;
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●	our<br> prospects for acquiring an operating business at attractive values;
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●	a<br> review of debt to equity ratios in leveraged transactions;
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●	our<br> capital structure;
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●	an<br> assessment of our management and their experience in identifying operating companies;
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●	general<br> conditions of the securities markets at the time of our initial public offering; and
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●	other<br> factors as were deemed relevant.
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Although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results.

Becausewe must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageousinitial business combination with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U.S. GAAP, or international financing reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

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

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

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

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the prior June 30^th^, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30^th^. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Complianceobligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantialfinancial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

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Becausewe are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability toprotect your rights through the U.S. Federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a United States company.

Provisionsin our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investorsmight be willing to pay in the future for our ordinary shares and could entrench management.

Our amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include two-year director terms and the ability of the Board of Directors to designate the terms of and issue new series of preference shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Afterour initial business combination, it is possible that a majority of our directors and officers will live outside the United States andall of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws ortheir other legal rights.

It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

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RisksAssociated with Acquiring and Operating a Business Outside of the United States

Ifwe effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additionalrisks that may negatively impact our operations.

If we effect our initial business combination with a company located outside of the United States, we would be subject to any special considerations or risks associated with companies operating in the target business’ home jurisdiction, including any of the following:

●	rules<br> and regulations or currency redemption or corporate withholding taxes on individuals;
●	laws<br> governing the manner in which future business combinations may be effected;
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●	tariffs<br> and trade barriers;
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●	regulations<br> related to customs and import/export matters;
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●	longer<br> payment cycles;
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●	tax<br> issues, such as tax law changes and variations in tax laws as compared to the United States;
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●	currency<br> fluctuations and exchange controls;
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●	rates<br> of inflation;
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●	challenges<br> in collecting accounts receivable;
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●	cultural<br> and language differences;
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●	employment<br> regulations;
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●	crime,<br> strikes, riots, civil disturbances, terrorist attacks and wars; and
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●	deterioration<br> of political relations with the United States which could result in any number of difficulties, both normal course such as above<br> or extraordinary such as sanctions being imposed. We may not be able to adequately address these additional risks. If we were unable<br> to do so, our operations might suffer.
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Ifour management following our initial business combination is unfamiliar with United States securities laws, they may have to expend timeand resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial business combination, any or all of our management could resign from their positions as officers of the Company, and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

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Becauseof the costs and difficulties inherent in managing cross-border business operations after we acquire it, our results of operations maybe negatively impacted following a business combination.

Managing a business, operations, personnel or assets in another country is challenging and costly. Management of the target business that we may hire (whether based abroad or in the U.S.) may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules, legal regimes and labor practices. Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our financial and operational performance.

Manycountries, and especially those in emerging markets, have difficult and unpredictable legal systems and underdeveloped laws and regulationsthat are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.

Our ability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact our operations, assets or financial condition.

Rules and regulations in many countries, including some of the emerging markets within the regions we will initially focus, are often ambiguous or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional and federal levels. The attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent.

Delay with respect to the enforcement of particular rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious disruption to operations abroad and negatively impact our results.

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

The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. The economies in developing markets we will initially focus on differ from the economies of most developed countries in many respects. Such economic growth has been uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.

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

In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

Because our business objective includes the possibility of acquiring one or more operating businesses with primary operations in emerging markets we will focus on, changes in the exchange rate between the U.S. dollar and the currency of any relevant jurisdiction may affect our ability to achieve such objective. For instance, the exchange rates between the Turkish lira or the Indian rupee and the U.S. dollar has changed substantially in the last two decades and may fluctuate substantially in the future. If the U.S. dollar declines in value against the relevant currency, any business combination will be more expensive and therefore more difficult to complete. Furthermore, we may incur costs in connection with conversions between U.S. dollars and the relevant currency, which may make it more difficult to consummate a business combination.

Becauseforeign law could govern almost all of our material agreements, we may not be able to enforce our rights within such jurisdiction orelsewhere, which could result in a significant loss of business, business opportunities or capital.

Foreign law could govern almost all of our material agreements. The target business may not be able to enforce any of its material agreements or that remedies will be available outside of such foreign jurisdiction’s legal system. The system of laws and the enforcement of existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States. Judiciaries in such jurisdiction may also be relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation. As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business and business opportunities.

Corporategovernance standards in foreign countries may not be as strict or developed as in the United States and such weakness may hide issuesand operational practices that are detrimental to a target business.

General corporate governance standards in some countries are weak in that they do not prevent business practices that cause unfavorable related party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management. Local laws often do not go far to prevent improper business practices. Therefore, shareholders may not be treated impartially and equally as a result of poor management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company, and cronyism. The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation and weakness that may precipitate or encourage financial crisis. In our evaluation of a business combination we will have to evaluate the corporate governance of a target and the business environment, and in accordance with United States laws for reporting companies take steps to implement practices that will cause compliance with all applicable rules and accounting practices. Notwithstanding these intended efforts, there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result in an adverse effect on our operations and financial results.

Companies in foreign countries may be subject to accounting, auditing, regulatory and financial standards and requirements that differ, in some cases significantly, from those applicable to public companies in the United States, which may make it more difficult or complex to consummate a business combination. In particular, the assets and profits appearing on the financial statements of a foreign company may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with U.S. GAAP and there may be substantially less publicly available information about companies in certain jurisdictions than there is about comparable United States companies. Moreover, foreign companies may not be subject to the same degree of regulation as are United States companies with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements and the timely disclosure of information.

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Legal principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities and shareholders’ rights for foreign corporations may differ from those that may apply in the U.S., which may make the consummation of a business combination with a foreign company more difficult. We therefore may have more difficulty in achieving our business objective.

Aslowdown in economic growth in the markets that our business target operates in may adversely affect our business, financial condition,results of operations, the value of its equity shares and the trading price of our shares following our business combination.

Following the business combination, our results of operations and financial condition may be dependent on, and may be adversely affected by, conditions in financial markets in the global economy, and, particularly in the markets where the business operates. The specific economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, business corruption, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation, commodity and energy prices and various other factors which may adversely affect our business, financial condition, results of operations, value of our equity shares and the trading price of our shares following the business combination.

Regionalhostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war may result in a loss of investorconfidence and a decline in the value of our equity shares and trading price of our shares following our business combination.

Terrorist attacks, civil unrest and other acts of violence or war may negatively affect the markets in which we may operates our business following our business combination and also adversely affect the worldwide financial markets. In addition, the countries we will focus on, have from time to time experienced instances of civil unrest and hostilities among or between neighboring countries. Any such hostilities and tensions may result in investor concern about stability in the region, which may adversely affect the value of our equity shares and the trading price of our shares following our business combination. Events of this nature in the future, as well as social and civil unrest, could influence the economy in which our business target operates, and could have an adverse effect on our business, including the value of equity shares and the trading price of our shares following our business combination.

Anydowngrade of credit ratings of the country in which the company we acquire does business may adversely affect our ability to raise debtfinancing following our business combination.

No assurance can be given that any rating organization will not downgrade the credit ratings of the sovereign foreign currency long-term debt of the country in which our business target operates, which reflect an assessment of the overall financial capacity of the government of such country to pay its obligations and its ability to meet its financial commitments as they become due. Any downgrade could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our future variable rate debt and our ability to access the debt markets on favorable terms in the future. This could have an adverse effect on our financial condition following our business combination.

Returnson investment in foreign companies may be decreased by withholding and other taxes.

Our investments will incur tax risk unique to investment in developing economies. Income that might otherwise not be subject to withholding of local income tax under normal international conventions may be subject to withholding of income tax in a developing economy. Additionally, proof of payment of withholding taxes may be required as part of the remittance procedure. Any withholding taxes paid by us on income from our investments in such country may or may not be creditable on our income tax returns. We intend to seek to minimize any withholding tax or local tax otherwise imposed. However, there is no assurance that the foreign tax authorities will recognize application of such treaties to achieve a minimization of such tax. We may also elect to create foreign subsidiaries to effect the business combinations to attempt to limit the potential tax consequences of a business combination.

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CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements contained in this prospectus are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

●	our<br> ability to complete our initial business combination;
●	our<br> success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business<br> combination;
---	---
●	our<br> officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or<br> in approving our initial business combination, as a result of which they would then receive expense reimbursements;
---	---
●	our<br> potential ability to obtain additional financing to complete our initial business combination;
---	---
●	our<br> pool of prospective target businesses;
---	---
●	the<br> ability of our officers and directors to generate a number of potential acquisition opportunities;
---	---
●	our<br> public securities’ potential liquidity and trading;
---	---
●	the<br> lack of a market for our securities;
---	---
●	the<br> use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or
---	---
●	our<br> financial performance following our initial public offering.
---	---

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item1B. Unresolved Staff Comments

None

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Item2. Properties

We currently maintain our executive offices at 132 West 31^st^ Street, 9^th^ Floor, New York, NY 10001. The cost for this space is included in the $10,000 per month fee that we will pay our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

Item3. Legal Proceedings

As of December 31, 2022, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item4. Mine Safety Disclosures

Not Applicable

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PART

ITEM

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units are currently traded on The Nasdaq Global Market under the symbol “MSSAU” and started trading on The Nasdaq Global Market on April 3, 2022. The ordinary shares, rights and warrants and began separate trading on May 26, 2022, under the symbols “MSSA,” “MSSAR” and “MSSAW” respectively.

Shareholdersof Record

At December 31, 2022 there were 11,830,000 of our units issued and outstanding by shareholders of record. Assuming all units have been separated into ordinary shares, rights and warrants, at December 31, 2022, there were 14,705,000 ordinary shares issued and outstanding by shareholders of record, there were 11,830,000 of our rights issued and outstanding by shareholders of record, and there were 11,830,000 warrants issued and outstanding by shareholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of any of our securities whose securities are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividends

We have not paid any cash dividends on our shares of ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be, subject to the laws of the Cayman Islands, within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any cash dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to under the terms of such indebtedness.

RecentSales of Unregistered Securities

None

SecuritiesAuthorized for Issuance Under Equity Compensation Plans

None.

Useof Proceeds

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Transaction costs related to our IPO amounted to $5,704,741, consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees and $529,741 of other offering costs. A total of $115,000,000, comprised of $112,700,000 of the proceeds from the IPO (which amount includes up to $2,875,000 of the underwriter’s deferred discount) and $2,300,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account, established by VStock Transfer LLC, our transfer agent and maintained at Wilmington Trust, National Association, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 9 months from the closing of the IPO (or up to 22 months from the closing of the IPO if we extend the period of time to consummate a business combination), or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 9 months from the closing of the IPO (or up to 22 months from the closing of the IPO if we extend the period of time to consummate a business combination.

For the year ended December 31, 2022, net cash generated from the IPO and private placement units and held outside of the trust was available for operating activities was $178,652. At December 31, 2022, the Company had working capital of $71,597.

ITEM

RESERVED

Not applicable.

ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company incorporated in the Cayman Islands on May 5, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Units, our shares, debt or a combination of cash, shares and debt.

We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Resultsof Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through December 31, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination after the Initial Public Offering. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the year ended December 31, 2022, we had net income of $1,274,669, which consisted of interest income on marketable securities held in the Trust Account of $1,295,815 and unrealized gain on marketable securities held in Trust Account of $377,666, offset by expenses of $398,812.

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Liquidityand Capital Resources

On April 5, 2022, we consummated the Initial Public Offering of 11,500,000 Units, generating gross proceeds of $115,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 330,000 Private Units to the Sponsor at a price of $10.00 per Private Unit generating gross proceeds of $3,300,000.

Following the Initial Public Offering and the sale of the Private Units, a total of $115,000,000 was placed in the Trust Account. We incurred $5,704,741 in transaction costs, including $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees and $529,741 of other offering costs.

For the year ended December 31, 2022, net cash used in operating activities was $87,585. Net income of $1,274,669 was mainly impacted by interest earned on marketable securities held in trust account of $1,295,815 and unrealized gain on marketable securities held in trust account of $377,666.

At December 31, 2022, we had investments held in the Trust Account of $116,673,481. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At December 31, 2022, we had cash of $178,652 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Such Working Capital Loans would be evidenced by promissory notes. If we complete a Business Combination, we may repay such notes out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such notes, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of notes may be convertible into units, at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Units.

In order to complete a Business Combination, the Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated.

Off-BalanceSheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2022 We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

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ContractualObligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for certain general and administrative services, including office space, utilities and administrative services, provided to the Company. We began incurring these fees on April 5, 2022 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination or the Company’s liquidation.

The underwriters are entitled to a deferred fee of two and one-half percent (2.5%) of the gross proceeds of the Initial Public Offering, or $2,500,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

On January 3, 2023, the Company issued a promissory note (the “Note”) in the principal amount of up to $1,000,000 to M-Star Management Corp. Pursuant to which the Sponsor shall loan to the Company up to $1,000,000 to pay the extension fee and transaction cost. On January 4, 2023, the Company requested to draw the funds of $383,333 and deposited it into the trust account to extend the period of time the Company has to consummate a business combination by one month to February 5, 2023. The $383,333 extension fee represents approximately $0.033 per public share. The Notes bear no interest and are repayable in full upon the earlier of (a) December 31, 2023 or (b) the date of the consummation of the Company’s initial business combination. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

In connection the shareholders meeting to vote for the proposal to amend the Company’s amended and restated memorandum and articles of association, the public shares are entitled to exercise the redemption right and 5,885,324 public shares tendered for redemption. As a result of the exercise of the redemption right, 5,614,676 public shares remain unredeemed. Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us and Wilmington Trust, National Association and Vstock Transfer LLC in connection with our IPO, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $187,188 ($0.033 per public share) on or prior to the date of the applicable deadline, for each monthly extension starting from February 2023.

CriticalAccounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

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OrdinaryShares Subject to Redemption

We account for our ordinary shares subject to possible conversion in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as commitments and contingencies, outside of the shareholders’ equity section of our balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit if additional paid in capital equals to zero.

NetLoss Per Ordinary Share

Our statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.

OfferingCosts Associated with the Initial Public Offering

Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of December 31, 2022, offering costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $494,696 of other offering costs. The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company allocates offering costs between public shares, public rights and public warrants based on the estimated fair values of public shares, public warrants, and public rights at the date of issuance.

RecentAccounting Standard

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Item7A. Quantitative and Qualitative Disclosures about Market Risk

Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item8. Financial Statements and Supplementary Data (As Restated)

This information appears following Item 15 of this Report and is included herein by reference.

Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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Item9A. Controls and Procedures.

Evaluationof Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based upon their evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of December 31, 2022.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

We have identified a material weakness in our internal control over financial reporting as of December 31, 2022, relating to ineffective review and approval procedures over journal entries and financial statement preparation which resulted in errors not being timely identified in prior period financial statements, such as the misclassification of the trust account balance and deferred underwriting commissions payable as current assets and current liabilities instead of non-current assets and non-current liabilities, respectively. We concluded that the failure to timely identify such accounting errors constituted a material weakness as defined in the SEC regulations. As such, management determined that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of December 31, 2022.

To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over the time, and we can offer no assurance that these initiatives will ultimately have the intended effects, or that any additional material weaknesses or of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Management’sReport on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changesin Internal Control over Financial Reporting

Other than as discussed above, there have been no changes to our internal control over financial reporting during the fiscal year ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item9B. Other Information

On February 6, 2023, the Company filed its Amended & Restated Article of Association with the General Registry of Cayman Islands.

Item9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

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PART

III

Item10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our current directors and executive officers are as follows:

Name	Age	Title
Man<br> Chak Leung	44	Chief<br> Executive Officer and Director
Wenxi<br> He	44	Chief<br> Financial Officer
Zhuo<br> Wang	35	Independent<br> Director
Zining<br> Jiang	48	Independent<br> Director
Xinghua<br> Fan	60	Independent<br> Director
Konstantin<br> A. Sokolov	48	Director

Mr.Man Chak Leung has served as our Chief Executive Officer since June 2021. Mr. Leung has been the President and a director of Verity Acquisition Corp. since May 2021. Since August 2019, he has been serving as the General Manager of China Seven Star Holdings Limited, an investment holding company focusing on consumer and healthcare sectors in China. Mr. Leung served as consultant to Silk Road Finance Corporation from May to December 2020. Mr. Leung served as Co-Head of Risk and Portfolio Management at China Minsheng Financial Holding Corporation Limited (“CM Financial”) from 2017 to May 2019, a Hong Kong mainboard listed financial holding platform. He was responsible for all portfolio including primary and secondary, fixed income and other special situations including SPACs. Mr. Leung joined CM Financial in December 2016 from TPG Growth, a global mid-market private equity firm with over US$ 15 billion AUM, where he spent 10 years as an investment professional specializing in Healthcare, Financial Services, TMT, Consumer and Education in Greater China and South East Asia. Prior to that, he was with the Hong Kong office of the Cathay Capital Group between 2001 to 2006. He has accumulated extensive transaction experience including investments into eToro, Masan Group, FPT, ShangPharma, NT Pharma, Ivy Education Group, Vinda Paper and Rayli Magazine. He has also served on the board of the Ivy Education Group, a K12 Education Group in China between September 2015 to February 2017, CM SPC and CM Asset Management (Hongkong) Company Limited between July 2018 to May 2019 and CM International Financial Leasing Investment Holding Company Limited between January 2018 to November 2019. Mr. Leung holds a Bachelor of Business and Administration (Finance) from City University of Hong Kong.

Ms.Wenxi He has served as our Chief Financial Officer since June 2021. She serves as Chief Investment Officer at Still Waters Green Technology Limited, an asset management company based in London, specializing in the development and management of renewable energy and power generation assets, since February 2019. Ms. He has over 15 years of experience in the investment banking industry. Prior to joining Still Waters Green Technology Limited, she served as the Managing Director and Global Head of Commodity Exchange Traded Products at Bank of America Merrill Lynch in London. She was responsible for initiating and executing strategic solutions and issuance, trading physical and synthetic commodity products, and managing portfolio assets in energy, metals and agriculture, with a wide variety of commodity, currency and interest-rate risk. Prior to that, Ms. He traded and structured commodity derivative products at Citigroup, fixed income security products with a focus on structured credit and rates at UBS and RBC Capital Markets. Ms. He holds master’s degrees in both Mathematical Finance and Engineering from University of Toronto, and a bachelor’s degree in Engineering from Tongji University.

Mr.Konstantin A. Sokolov has served as a director since October 14, 2022. Mr. Sokolov is the founder and Chairman of Gotthard Investment AG, which is a private equity firm based in Zurich, Switzerland, focusing on financial services, asset management and global real estate. Since 2011, Gotthard Investment AG advised and managed multiple investment funds, and partnered with leading Swiss and Lichtenstein banks to invest globally in energy and real estate assets. Prior to that, Mr. Sokolov served as Managing Director of Centrica plc (British Gas and Direct Energy). Between 1997 to 2005, Mr. Sokolov served in senior leadership positions at Qwest Communication, Inc., a pioneer in fiber optics. Mr. Sokolov holds an Executive MBA degree from University of Chicago in 2005 and a Master’s of Mathematics and Computer Science degree from St. Petersburg State University in 1997.

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Mr.Zhuo Wang has served as an independent director immediately upon since March 31, 2022. Mr. Wang serves as the director of Mingzhu Logistics Holdings Limited, a NASDAQ-listed company (Nasdaq:YGMZ), since April 2018. Mr. Wang has over ten years of experience in investment and management. He has also been the marketing manager of Singapore construction design and supply company Springview Enterprises Private Limited since June 2018. Mr. Wang started to work as the director of an investment holding company, Exquisite Elite Limited since November 2017. Since May 2017, Mr. Wang has been the managing director of China International Holdings, and its Hong Kong based subsidiaries, China International Securities Limited, a securities firm, overseeing the firm’s brokerage services, business operations and performance, and China International Corporate Management Limited since June 2016, a consulting firm that provides a range of business solutions to small and medium sized companies in Asia. Since April 2016, Mr. Wang has also been the head of finance and operations at a Singaporean education consulting company Shines International Limited and a director of Total Best Investments Limited, an investment holding company since March 2016. Prior to that, Mr. Wang has been the head of finance and marketing of Singapore construction services provider GGL Enterprises Pte Ltd since 2012. Mr. Wang also served as a director on the board of various companies, including Belvedere Ventures Pte Ltd. between June 2011 to October 2016, a real estate development and construction company, Sandhurst Global Pte Ltd., and between September 2013 to August 2014, a security personnel staffing and systems company, Acquired Time (HK) Limited. Mr. Wang holds a Bachelor’s of Science in Business Management from Babson College in Boston, Massachusetts.

Mr.Zining Jiang has served as an independent director since March 31, 2022. Mr. Jiang currently serves as the general manager of Guangzhou Shanxin Trading Co. Ltd., which mainly engages in industrial raw material trade and import and export business since July 2018. Prior to that, since July 2015, Mr. Jiang served as the CEO of Guangzhou Yidao Investment Holding Co., Ltd. and an operational director at Guangdong Grape Wine Magazine Co., Ltd. In 2007, he joined Yangcheng Evening News Group as the deputy chief editor. He then joined China Southern Airlines as assistant to the general manager in April 2011, and was promoted as the operation director of China Southern Airlines Media Group. He joined PACOM Media Co. Ltd. in July 2001 and successively served as the chief editor of China Golf, Golf Digest and Golf Travel. Prior to that, Mr. Jiang joined Guangdong Cable TV station in 1996 as an editor upon graduation from Jinan University.

Mr.Xinghua Fan has served as an independent director since March 31, 2022. Mr. Fan currently serves as the Vice General Manager and is responsible for the financing and listing of SINO SIC Technology Development Co., Ltd.’s silicon carbide project. Mr. Fan has served as the Senior Partner and Vice President of Beijing New Board Capital Investment Holdings Co. since 2014. At the same time, he is also the executive director of the World Union Fortune Entrepreneur Club and a member of the investment committee. Mr. Fan was the COO of Sino-American Holding Group from 2011 to 2013. From 2008 to 2011, he worked as the vice president of Zhongshuo Investment Guarantee Group. From 2005 to 2007, he has worked in Xinyuan Guarantee (China) Co., Ltd. as an operation center manager. Mr. Fan received a Master’s Degree in College of Economics and Management (SEM) from Beihang University.

Our officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provides that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the Board of Directors.

Each of our directors holds office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founder shares.

DirectorIndependence

The NASDAQ listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We currently have three “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules prior to completion of our initial public offering. Our board has determined that each of Messrs. Zhuo Wang, Zining Jiang Xinghua Fan are independent directors under applicable SEC and NASDAQ rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

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Committeesof the Board of Directors

Our Board of Directors has two standing committees: an audit committee and a compensation committee. Each committee will operate under a charter that has been approved by our board. Subject to phase-in rules and a limited exception, NASDAQ rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and NASDAQ rules require that the compensation committee of a listed company be comprised solely of independent directors.

The members of our audit committee are Messrs. Zhuo Wang, Zining Jiang and Xinghua Fan. Mr. Zhuo Wang serves as chairman of the audit committee. Each member of the audit committee is financially literate and our Board of Directors has determined that Mr. Zhuo Wang qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The members of our Compensation Committee are Messrs. Zhuo Wang, Zining Jiang and Xinghua Fan. Mr. Jiang serves as chairman of the compensation committee.

The members of our Nominating Committee are Messrs. Zhuo Wang, Zining Jiang and Xinghua Fan. Mr. Fan serves as chairman of the Nomination committee.

Item11. EXECUTIVE COMPENSATION.

No executive officer has received any cash compensation for services rendered to us during the year ended December 31, 2022.

No compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial business combination (regardless of the type of transaction that it is). Directors, officers and founders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us.

After completion of our initial business combination, members of our management team who remain with us may be paid employment, consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders. The amount of such compensation may not be known at the time of a shareholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in an Exchange Act filing such as Current Report on Form 8-K, as required by the SEC.

Item12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding the beneficial ownership of our shares of ordinary shares as of December 31, 2022 by:

●	each<br> person known by us to be the beneficial owner of more than 5% of our outstanding shares of ordinary shares;
●	each<br> of our officers and directors; and
---	---
●	all<br> of our officers and directors as a group.
---	---

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect beneficial ownership of the warrants and rights included in the units offered in our initial public offering or purchased by our sponsor in connection with our initial public offering as these warrants are not exercisable and these rights are not convertible within 60 days of December 31, 2022 or the date of this Form 10-K.

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---
---	---	---	---	---	---
M-Star Management Corporation^(2)^		3,205,000		36.34	%
Man Chak Leung^(2)^		3,205,000		36.34	%
Wenxi He^(4)^		-		-
Konstantin A. Sokolov^(4)^		-		-
Zhuo Wang^(4)^		-		-
Zining Jiang^(4)^		-		-
Xinghua Fan^(4)^		-		-
All directors and officers as a group (6 individuals)		3,205,000		36.34	%
5% or greater beneficial owners
Atlas Diversified Master Fund, Ltd.^(5)^		700,000		6.09	%
Saba Capital Management, L.P.^(6)^		645,000		4.4	%
Mizuho Financial Group Inc.^(7)^		1,027,250		7	%
Balyasny Asset Management L.P.^(8)^		700,000		4.76	%
Shaolin Capital Management LLC^(9)^		644,346		5.62	%
*	Less<br> than one percent.
---	---
(1)	Unless<br> otherwise indicated, the business address of each of the individuals is 132 West 31st Street, 9^th^ Floor, New York, NY<br> 10001.
---	---
(2)	Represents<br> 2,875,000 founder ordinary shares and 330,000 private placement ordinary shares held by M-Star Management Corporation, our sponsor.<br> Mr. Man Chak Leung, our Chief Executive Officer, is the sole director of our sponsor, have voting and dispositive power of the ordinary<br> shares. The address for our sponsor is Craigmuir Chambers, PO Box 71, Road Town, Tortola, VG 1110 British Virgin Islands.
(3)	Based<br> upon 8,819,676 ordinary shares outstanding. Includes the 330,000 private placement units (and the component parts) purchased by our<br> sponsor simultaneously with the consummation of our initial public offering.
(4)	Such<br> individual does not beneficially own any of our ordinary shares. However, such individual has a pecuniary interest in our ordinary<br> shares through his ownership of shares of our sponsor.
(5)	Based on information contained in a Schedule 13G filed on April<br>11, 2022.
(6)	Based on information contained<br> in the Schedule 13G/A file on February 14, 2023 by Saba Capital Management, L.P., Boaz R. Weinstein and Saba Capital Management GP,<br> LLC, the reporting person has shared power to vote 645,000 shares and shared power to dispose 645,000 shares.
(7)	Based on information contained<br> in the Schedule 13G filed on February 14, 2023.
(8)	Based on information contained<br> in the Schedule 13G/A filed on February 14, 2023.
(9)	Based on information contained<br> in the Schedule 13G filed on February 14, 2023.

Our founders beneficially own approximately 36.34% of the issued and outstanding ordinary shares. Because of the ownership block held by our founders, officers and directors, such individuals may be able to effectively exercise influence over all matters requiring approval by our shareholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.

Our sponsor, officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

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Section16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that, during the fiscal year ended December 31, 2022, our directors, executive officers, and ten percent shareholders complied with all Section 16(a) filing requirements,

Item13. Certain Relationships, and Related Transactions and Director Independence

CertainRelationships and Related Transactions

On July 5, 2021, our sponsor purchased 1,437,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.02 per share. On September 26, 2021, the Company purchased back all the 1,437,500 founder shares for $25,000 and reissued 2,875,000 shares to our sponsor for $25,000, or approximately $0.01 per shares. Our sponsor owns approximately 21.88% of our issued and outstanding ordinary shares as of December 31, 2022.

Our sponsor purchased an aggregate of 330,000 private placement units at a price of $10.00 per unit in a private placement that was completed simultaneously with the closing of our initial public offering. Each unit consists of one private placement share, one private placement warrant and one private placement right. Each private placement warrant entitles the holder upon exercise to purchase one ordinary share at a price of $11.50 per whole share, subject to adjustment as provided herein. Each private placement right will be converted to one tenth (1/10) of one ordinary shares upon the completion of its initial business combination. The private placement units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial business combination.

In connection with the completion of our initial public offering, we entered into an Administrative Services Agreement with our sponsor pursuant to which we will pay a total of $10,000 per month for office space, administrative and support services to such affiliate. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 22 months, our sponsor will be paid a total of $220,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for 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. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering. As of the date of closing our initial public offering, we had borrowed $300,000 under the promissory note with our sponsor. These loans are non-interest bearing, unsecured and were originally due and payable in connection with our public offering (April 5, 2022). The loan repaid as $300,000 allotted to the payment of offering expense. Related party loan balance as of December 31, 2022 was nil.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the 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 for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 ordinary shares, 150,000 rights and 150,000 warrants to purchase 150,000 shares if $1,500,000 of notes were so converted) at the option of the lender. The units would be identical to the placement units issued to the initial holder. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

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The holders of the founder shares, private placement units, the shares underlying the warrants underlying the unit purchase option issued to the underwriters of our initial public offering, and units that may be issued on conversion of working capital loans (and any securities underlying the private placement units and the working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of our initial public offering requiring us to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements

On January 3, 2023, the Company issued a promissory note in the principal amount of up to $1,000,000 to M-Star Management Corp. Pursuant to which the Sponsor shall loan to the Company up to $1,000,000 to pay the extension fee and transaction cost. On January 4, 2023, the Company requested to draw the funds of $383,333 and deposited it into the trust account to extend the period of time the Company has to consummate a business combination by one month to February 5, 2023. The $383,333 extension fee represents approximately $0.033 per public share. The Notes bear no interest and are repayable in full upon the earlier of (a) December 31, 2023 or (b) the date of the consummation of the Company’s initial business combination. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Starting on February 2023, the extension fee change into $187,188 due to 5,885,324 public shares were redeemed.

DirectorIndependence

The NASDAQ listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We currently have three “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules prior to completion of our initial public offering. Our board has determined that each of Messrs. Zhuo Wang, Zining Jiang and Xinghua Fan are independent directors under applicable SEC and NASDAQ rules.

Item14. Principal Accountant Fees and Services.**

The following is a summary of fees paid or to be paid to UHY LLP, or UHY, for services rendered.

AuditFees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by UHY in connection with regulatory filings. The aggregate fees billed by UHY for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-K and Form S-1 for the respective periods and other required filings with the SEC for the year ended December 31, 2022 is $83,625 in total. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-RelatedFees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay UHY for consultations concerning financial accounting and reporting standards for the year ended December 31, 2022.

TaxFees. We did not pay UHY for tax planning and tax advice for the year ended December 31, 2022.

AllOther Fees. We did not pay UHY for other services for the year ended December 31, 2022.

Pre-ApprovalPolicy

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

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PART

Item15. Exhibits, Financial Statement Schedules**

(a)	The<br> following documents are filed as part of this Form 10-K:
(1)	The<br> Financial statements listed on the Financial Statements Table of Contents
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	Page
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Report of Independent Registered Public Accounting Firm (Firm ID: 1195)	F-2
Financial<br> Statements:
Balance Sheets (As Restated)	F-3
Statements of Operations	F-4
Statements<br> of Changes in Shareholders’ (Deficit) Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements (As Restated)	F-7

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REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of Metal Sky Star Acquisition Corporation

Opinionon the Financial Statements

We have audited the accompanying balance sheets of Metal Sky Star Acquisition Corporation (the Company) as of December 31, 2022 and 2021, and the related statements of operations, shareholder’s deficit, and cash flows for the year ended December 31, 2022, and for the period from May 5, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022, and for the period from May 5, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Emphasisof Matter- Restatement

As discussed in Note 1 to the financial statements, the accompanying balance sheet as of December 31, 2022 has been restated to correct misstatements.

SubstantialDoubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no revenue, its business plan is dependent on the completion of a financing transaction and the Company’s cash and working capital are not sufficient to complete its planned activities for one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Basisfor Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/

UHY LLP

We have served as the Company’s auditor since 2021.

New York, New York

March 30, 2023, except for Note 1 and Note 6 as to which the date is July 26, 2024.

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Metal

Sky Star Acquisition Corporation Balance Sheets

			As of<br> December 31,<br><br>2021
Assets
Current assets:
Cash in escrow	178,652		$	95,978
Prepaid expense	39,683			-
Deferred offering costs	-			236,522
Total current assets	218,335			332,500
Noncurrent assets
Marketable securities held in trust account	116,673,481			-
Total noncurrent assets	116,673,481			-
Total assets	116,891,816		$	332,500
Liabilities and shareholders’ (deficit) equity
Current liabilities:
Accrued expenses	146,738		$	800
Accrued offering costs	-			31,550
Promissory note – related party	-			300,000
Total current liabilities	146,738			332,350
Noncurrent liabilities:
Deferred underwriting commissions	2,875,000			-
Total noncurrent liabilities	2,875,000			-
Total liabilities	3,021,738			332,350
Commitments and contingencies (Note 6)	-			-
Ordinary shares subject to possible redemption, 11,500,000<br> shares at redemption value 10.15 per share at December 31, 2022	116,673,481			-
Shareholders’ (deficit) equity:
Ordinary shares, par value 0.001, authorized 50,000,000 shares; 3,205,000 and 2,875,000 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively, excluding 11,500,000 shares subject to possible redemption at December 31, 2022	3,205			2,875
Additional paid-in capital	-			22,125
Accumulated deficit	(2,806,608	)		(24,850	)
Total shareholders’ (deficit) equity	(2,803,403	)		150
Total liabilities and shareholders’ (deficit)<br> equity	116,891,816		$	332,500

All values are in US Dollars.

The

accompanying notes are an integral part of the financial statements.

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Metal

Sky Star Acquisition Corporation Statements of Operations

	For the<br> year ended<br> December<br> 31, 2022			For the<br> period from<br> May 5,<br> 2021<br> (inception) to<br> December 31, 2021
Formation and operational costs	$	398,812		$	24,850
Loss from operation costs		398,812			24,850
Operating loss		(398,812	)		(24,850	)
Other income:
Interest earned on marketable securities held in Trust Account		1,295,815			-
Unrealized gained on marketable securities held in Trust Account		377,666			-
Total other income		1,673,481			-
Income (loss) before income taxes		1,274,669			(24,850	)
Income tax expense		-			-
Net income (loss)	$	1,274,669		$	(24,850	)
Basic and diluted weighted average shares outstanding - ordinary shares subject to redemption		8,538,356			-
Basic and diluted net income per ordinary share subject to redemption	$	0.75		$	-
Basic and diluted weighted average shares outstanding – non-redeemable ordinary shares ^(1)^		3,120,014			2,500,000
Basic and diluted net loss per non-redeemable ordinary share	$	(1.65	)	$	(0.01	)
(1)	Excludes<br> an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the<br> underwriters. See Note 5.
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The

accompanying notes are an integral part of the financial statements.

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Metal

Sky Star Acquisition Corporation Statements of Changes in Shareholders’ (Deficit) Equity For the year ended December 31, 2022 and for the period from May 5, 2021 (inception) to December 31, 2021

	Shares			Amount			Shares		Amount		Capital			Deficit			(Deficit)
																	Total<br> Shareholders’
	Ordinary Shares						Preferred Shares				Paid-In			Accumulated			Equity
	Shares			Amount			Shares		Amount		Capital			Deficit			(Deficit)
Balance at January 1, 2022		2,875,000		$	2,875			-		-	$	22,125		$	(24,850	)	$	150
Issuance of public shares at initial public offering		11,500,000			11,500			-		-		114,988,500			-			115,000,000
Underwriters’ discount		-			-			-		-		(5,175,000	)		-			(5,175,000	)
Offering costs		-			-			-		-		(529,741	)		-			(529,741	)
Sale of shares to sponsor in private placement		330,000			330			-		-		3,299,670			-			3,300,000
Initial value of ordinary shares subject to possible redemption		(11,500,000	)		(11,500	)		-		-		(101,188,500	)		-			(101,200,000	)
Allocation of offering costs related to redeemable shares		-			-			-		-		5,020,172			-			5,020,172
Accretion of carrying value of redeemable shares to redemption value		-			-			-		-		(16,437,226	)		(2,382,946	)		(18,820,172	)
Subsequent measurement of ordinary shares subject to redemption (interest earned and unrealized gain on trust account)		-			-			-		-		-			(1,673,481	)		(1,673,481	)
Net income		-			-			-		-		-			1,274,669			1,274,669
Balance at December 31, 2022		3,205,000		$	3,205			-		-	$	-		$	(2,806,608	)	$	(2,803,403	)
																	Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Ordinary shares						Preferred Shares				Paid-In			Accumulated			Shareholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Equity
Balance at May 5, 2021 (inception)		-		$	-			-	$	-	$	-		$	-		$	-
Balance		-		$	-			-	$	-	$	-		$	-		$	-
Issuance of founder shares to sponsor		1,437,501		$	1,438			-		-		23,562			-			25,000
Cancellation of founder share to sponsor		(1	)		(0	)		-		-		0			-			-
Repurchase of founder shares		(1,437,500	)		(1,438	)						(23,562	)					(25,000	)
Issuance of founder shares to sponsor ^(1)^		2,875,000			2,875							22,125			-			25,000
Net loss					-					-		-			(24,850	)		(24,850	)
Net income (loss)					-					-		-			(24,850	)		(24,850	)
Balance at December 31, 2021		2,875,000		$	2,875			-		-	$	22,125		$	(24,850	)	$	150
Balance		2,875,000		$	2,875			-		-	$	22,125		$	(24,850	)	$	150
(1)	Includes<br> an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the<br> underwriters. See Note 5.
---	---

The

accompanying notes are an integral part of the financial statements.

| F-5 |

| --- |

Metal

Sky Star Acquisition Corporation Statements of Cash Flows

	For the<br> year ended<br> December<br> 31, 2022			For the<br> period from<br> May 5,<br> 2021<br> (inception) to<br> December 31, 2021
Cash flows from operating activities:
Net income (loss)	$	1,274,669		$	(24,850	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in trust account		(1,295,815	)		-
Unrealized gain on marketable securities held in trust account		(377,666	)		-
Amortization		117,817			-
Net changes in operating assets & liabilities:
Deferred offering costs		236,522			(236,522	)
Prepaid expenses		(157,500	)		-
Accrued offering costs		(31,550	)		31,550
Accrued expenses		145,938			800
Net cash used in operating activities		(87,585	)		(229,022	)
Cash flows from investing activities:
Investment of cash in trust account		(115,000,000	)		-
Net cash used in investing activities		(115,000,000	)		-
Cash flows from financing activities:
Borrowing from related party		-			300,000
Proceeds from issuance of founder shares to sponsor		-			25,000
Proceeds from sale of private placement units		3,300,000
Proceeds from sale of units		114,700,000			-
Payment of offering costs		(2,829,741	)		-
Net cash provided by financing activities		115,170,259			325,000
Net increase in cash and cash equivalents		82,674			95,978
Cash and cash equivalents at beginning of period		95,978			-
Cash and cash equivalents at end of period	$	178,652		$	95,978
Supplemental disclosure of non-cash investing and financing Activities:
Deferred offering cost included in accrued offering costs	$	-		$	31,550
Deferred underwriting compensation	$	2,875,000		$	-
Issuance of ordinary share subject to possible redemption	$	101,200,000		$	-
Reclassification of offering costs related to public shares	$	(5,020,172	)	$	-
Change in fair value of ordinary costs related to public shares	$	18,820,172		$	-
Subsequent measurement of ordinary shares subject to redemption (interest earned and unrealized gain on trust account)	$	1,673,481		$	-

The

accompanying notes are an integral part of the financial statements.

| F-6 |

| --- |

METAL

SKY STAR ACQUISITION CORPORATION

NOTES

TO THE FINANCIAL STATEMENTS (As Restated)

Note1 – Description of Organization and Business Operations (As Restated)

Organizationand General

Metal Sky Star Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 5, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

The Company’s efforts in identifying prospective target businesses will not be limited to a particular geographic region. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company’s sponsor is M-Star Management Corporation, a British Virgin Islands incorporated company (the “Sponsor”). At December 31, 2022, the Company had not yet commenced any operations. All activity through December 31, 2022 relates to the Company’s formation and the proposed initial public offering (“IPO”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year-end.

The Company will have 9 months from the closing of the IPO (or up to 22 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) to consummate a Business Combination (the “Combination Period”). If the Company fails to consummate a Business Combination within the Combination Period, it will trigger its automatic winding up, liquidation and subsequent dissolution pursuant to the terms of the Company’s amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution.

On

April 5, 2022, the Company consummated the IPO of 11,500,000 units which includes an additional 1,500,000 units as a result of the underwriters’ fully exercise of the over-allotment, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3.

TheTrust Account

As of April 5, 2022, a total of $115,682,250 of the net proceeds from the IPO and the private placement transaction completed with the Sponsor, was deposited in a trust account established for the benefit of the Company’s public shareholders with Wilmington Trust, National Association acting as trustee. The amount of funds currently held in the trust account in excess of $115,000,000 will be transferred to the Company’s escrow cash account for use as its working capital. As of December 31, 2022 and December 31, 2021, the Company had $116,673,481 and nil held in the Wilmington Trust account respectively.

The funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in United States government treasuries. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation.

| F-7 |

| --- |

Liquidity

On

April 5, 2022, the Company consummated the IPO of 11,500,000 units (including the exercise of the over-allotment option by the underwriters in the IPO) at $10.00 per unit (the “Public Units’), generating gross proceeds of $115,000,000. Each Unit consists of one ordinary share, one redeemable warrant to purchase one ordinary share (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of a Business Combination.

Simultaneously

with the consummation of the IPO, the Company sold to its Sponsor 330,000 units at $10.00 per unit in a private placement generating total gross proceeds of $3,300,000 which is described in Note 4.

Offering

costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $529,741 of other offering costs. Except for $25,000 of subscription of ordinary shares (as defined in Note 5), the Company received net proceeds of $115,682,250 from the IPO and the private placement.

As

of December 31, 2022 and December 31, 2021, the Company had $178,652 and $95,978 of cash held in escrow for use as working capital, respectively.

In

September 2021, the Company repurchased 1,437,500 of founder shares for $25,000. In September 2021, the Company issued 2,875,000 of founder shares for $25,000 which include an aggregate of up to 375,000 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO.

The

2,875,000 founder shares (for purposes hereof referred to as the “Founder Shares”) include an aggregate of up to 375,000 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO. On April 5, 2022, the underwriter exercised the over-allotment option in full, accordingly, no Founder Shares are subject to forfeiture.

GoingConcern and Management Liquidity Plan

As

of December 31, 2022, the Company had $178,652 in cash and working capital of $71,597.

The Company’s liquidity needs up to the closing of the IPO on April 5, 2022 had been satisfied through proceeds from notes payable and advances from related party and from the issuance of ordinary shares.

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with working capital. The Company’s management plans to continue its efforts to complete a Business Combination within the Combination Period after the closing of the Initial Public Offering.

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain other financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination.

| F-8 |

| --- |

If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

We have 22 months from the closing of the Initial Public Offering to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

In connection with the Company’s assessment of going concern considerations in accordance with the Accounting Standards Codification (the “ASC”) issued by Financial Accounting Standards Board (the “FASB”), in Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements.

Restatementon Previously Issued Financial Statements

In connection with the preparation of the form 10-K for the year ended December 31, 2023, management of the Company identified that cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions were improperly classified as current assets and current liabilities instead of noncurrent assets and noncurrent liabilities, respectively. In accordance with FASB ASC Topic 210 Balance Sheet, the funds held in the Trust Account should not be classified as current assets as it will be used for other than current operation purposes, and deferred offering commissions should not be classified as current liabilities as it will be settled out of the funds held in the Trust Account. The misclassification resulted in an overstatement of current assets and current liabilities, and an understatement of non-current assets and non-current liabilities as of April 5, 2022, June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, respectively.

The following table illustrates the impact of the restatement of the cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions on the Company’s balance sheets as of December 31, 2022 and April 5, 2022:

Schedule of Restatement of Cash Held in Trust Account

As of December 31, 2022:	As<br> Previously<br> Reported		Adjustment			As<br> Restated
Current assets:
Marketable securities held in Trust Account	$	116,673,481	$	(116,673,481	)	$	-
Total current assets		116,891,816		(116,673,481	)		218,335
Noncurrent assets:
Marketable securities held in Trust Account		-		116,673,481			116,673,481
Total noncurrent assets		-		116,673,481			116,673,481
Total assets		116,891,816		-			116,891,816
Current liabilities:
Deferred underwriting commissions	$	2,875,000	$	(2,875,000	)	$	-
Total current liabilities		3,021,738		(2,875,000	)		146,738
Noncurrent liabilities:
Deferred underwriting commissions		-		2,875,000			2,875,000
Total noncurrent liabilities		-		2,875,000			2,875,000
Total liabilities		3,021,738		-			3,021,738

| F-9 |

| --- | | As of April 5, 2022: | As Previously Reported | | Adjustment | | | As Restated | | | --- | --- | --- | --- | --- | --- | --- | --- | | Current assets: | | | | | | | | | Cash held in Trust Account | $ | 115,682,255 | $ | (115,682,255 | ) | $ | - | | Marketable securities held in Trust Account | $ | 115,682,255 | $ | (115,682,255 | ) | $ | - | | Total current assets | | 115,736,383 | | (115,682,255 | ) | | 54,128 | | Noncurrent assets: | | | | | | | | | Cash held in Trust Account | | - | | 115,682,255 | | | 115,682,255 | | Marketable securities held in Trust Account | | - | | 115,682,255 | | | 115,682,255 | | Total noncurrent assets | | - | | 115,682,255 | | | 115,682,255 | | Total assets | | 115,736,383 | | - | | | 115,736,383 | | Current liabilities: | | | | | | | | | Deferred underwriting commissions | $ | 2,875,000 | $ | (2,875,000 | ) | $ | - | | Total current liabilities | | 3,151,801 | | (2,875,000 | ) | | 276,801 | | Noncurrent liabilities: | | | | | | | | | Deferred underwriting commissions | | - | | 2,875,000 | | | 2,875,000 | | Total noncurrent liabilities | | - | | 2,875,000 | | | 2,875,000 | | Total liabilities | | 3,151,801 | | - | | | 3,151,801 |

Note2 –Summary of Significant Accounting Policies

Basisof Presentation

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

EmergingGrowth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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

| F-10 |

| --- |

Useof Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cashand Cash Equivalents

The

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company have cash held in escrow $178,652 and $95,978 as of December 31, 2022 and December 31, 2021 respectively.

MarketableSecurities Held in Trust Account

As per ASC Topic 230, “Statement of Cash Flow” (“ASC 230”), operating cash flows include interest and dividend income receipts related to investments in other reporting entities or deposits with financial institutions (i.e., returns on investment). Interest income earned on Investments held in Trust Account is fully reinvested into the Trust Account and therefore considered as an adjustment to reconcile net profit/(loss) to net cash used in operating activities in the Statements of Cash Flows. Such interest income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of a business combination.

At December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of marketable securities held in Trust Account are included in interest earned and unrealized gain on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

The securities are presented on the balance sheets at fair value at the end of each reporting period. Earnings on these securities are included in dividends, interest earned, and unrealized gain on marketable securities held in Trust Account in the accompanying statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets for identical assets.

During

the year ended December 31, 2022, interest earned from the Trust account amounted to $1,673,481, which $1,295,815 was reinvested in the Trust Account. $377,666 was also recognized as unrealized gain on investments held in the Trust account during the year ended December 31, 2022. There were no withdrawals made during the year ended December 31, 2022.

DeferredOffering Costs

Offering

costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that directly related to the IPO. As of April 5, 2022, offering costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $529,741 of other offering costs. The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares, public rights and public warrants based on the estimated fair values of public shares and public rights at the date of issuance.

IncomeTaxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

| F-11 |

| --- |

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company had generated interest income from the Marketable securities held in trust that is the Unite States sources investment, which is tax exemption interest and dividends. There were no unrecognized tax benefits as of December 31, 2022 and 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

NetIncome (Loss) Per Share

Net

income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The calculation of diluted income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,915,000 shares of ordinary shares in the aggregate. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary shares is the same as basic net income (loss) per ordinary shares for the periods presented.

The net income (loss) per share presented in the statement of operations is based on the following:

Schedule of Net Income (loss) Per Share

	For the year ended<br> December 31,<br> 2022						For the<br> period ended from<br><br> May 5, 2021 (inception) to<br> December 31, 2021
Basic and Diluted net income (loss) per share:	Non-redeemable shares			Redeemable shares			Non-redeemable shares			Redeemable shares
Numerators:
Allocation of net losses	$	(5,143,386	)	$	(14,075,598	)	$	(24,850	)	$	-
Accretion of temporary equity		-			18,820,172			-			-
Accretion of temporary equity – interest and unrealized gain		-			1,673,481			-			-
Allocation of net income (loss)	$	(5,143,386	)	$	6,418,055		$	(24,850	)	$	-
Denominators:
Weighted-average shares outstanding		3,120,014			8,538,356			2,500,000			-
Basic and diluted net income (loss) per share	$	(1.65	)	$	0.75		$	(0.01	)	$	-

Concentrationof Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

| F-12 |

| --- |

FairValue of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

RecentlyIssued Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Warrants

The Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants will be classified in shareholders’ equity.

OrdinaryShares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value (plus any interest earned on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

| F-13 |

| --- |

Note3 – Initial Public Offering

On

April 5, 2022, the Company sold 11,500,000 Units (including the issuance of 1,500,000 Units as a result of the underwriter’s fully exercise of the over-allotment) at a price of $10.00 per Unit, generating gross proceeds of $115,000,000 related to the IPO. Each Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an Initial Business Combination. Each one redeemable warrants entitle the holder thereof to purchase one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a Business Combination. No fractional shares issued upon separation of the Units, and only whole Warrants will trade.

The

Company granted the underwriter a 45-day option from the date of the IPO to purchase up to an additional 1,500,000 Public Units to cover over-allotments. On April 5, 2022, the underwriter exercised the over-allotment option in full to purchase 1,500,000 Public Units, at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $15,000,000 (see Note 7).

At December 31, 2022, the ordinary share reflect in the balance sheet are reconciled in the following tables:

Schedule of Ordinary Shares Reflected in Balance Sheet

Gross proceeds from public shares	$	115,000,000
Less:
Proceeds allocated to public rights		(8,510,000	)
Proceeds allocated to public warrants		(5,290,000	)
Allocation of offering costs related to ordinary shares		(5,020,172	)
Plus:
Accretion of carrying value to redemption value		18,820,172
Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)		1,673,481
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)	$	116,673,481

Note4 – Private Placement

The

Sponsor has committed to purchase an aggregate of 300,000 Placement Units (or 330,000 Placement Units if the underwriters’ over-allotment is exercised in full) at a price of $10.00 per Placement Unit, ($3,000,000 in the aggregate, or $3,300,000 in the aggregate if the underwriters’ over-allotment is exercised in full), from the Company in a private placement that will occur simultaneously with the closing of the IPO (the “Private Placement”). On April 5, 2022, simultaneously with the consummation of the IPO transaction, the Company received Private Placement funds of $3,300,000 from the Sponsor and consummated the Private Placement transaction. The private units are identical to the Public Units sold in the IPO.

| F-14 |

| --- |

Note5 – Related Party Transactions

FounderShares

In

May 2021, Harneys Fiduciary (Cayman) Limited transferred one ordinary share to the Sponsor for par value. On July 5, 2021 the Company redeemed the one share for par value and the Sponsor purchased 1,437,500 ordinary shares for an aggregate price of $25,000.

The

1,437,500 founder shares (for purposes hereof referred to as the “Founder Shares”) include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO.

In

September 2021, the Company repurchased 1,437,500 of founder shares for $25,000. In September 2021, the Company issued 2,875,000 of founder shares for $25,000 which include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO. On April 5, 2022, the underwriter exercised its over-allotment option, as a result, no Founder Shares are subject to forfeiture.

AdministrativeServices Agreement

The

Company entered into an administrative services agreement, commencing on April 5, 2022, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay to the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the year ended as of December 31, 2022, the Company incurred $88,333 in fees for these services.

PromissoryNote — Related Party

On

June 15, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Promissory Note”). On December 15, 2021, Company amended the Promissory Note to extend the due date. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the IPO. As of December 31, 2022, the principal amount due and owing under the Promissory Note was nil, which was paid off as of April 5, 2022. As of December 31, 2021, the principal amount due and owing under the Promissory Notes was $300,000.

In

addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If the Company complete an initial business combination, Company would repay such loaned amounts. In the event that the initial business combination does not close, Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 ordinary shares, 150,000 rights and 150,000 warrants to purchase 150,000 shares if $1,500,000 of notes were so converted) at the option of the lender. The units would be identical to the placement units issued to the initial holder. The terms of such loans by the officers and directors of the Company, if any, have not been determined and no written agreements exist with respect to such loans. The management do not expect to seek loans from parties other than our sponsor or an affiliate of the Sponsor as the management do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

On

January 3, 2023, the Company issued a promissory note in the principal amount of up to $1,000,000 to M-Star Management Corp. Pursuant to which the Sponsor shall loan to the Company up to $1,000,000 to pay the extension fee and transaction cost. On January 4, 2023, the Company requested to draw the funds of $383,333 and deposited it into the trust account to extend the period of time the Company has to consummate a business combination by one month to February 5, 2023. The $383,333 extension fee represents approximately $0.033 per public share. The Notes bear no interest and are repayable in full upon the earlier of (a) December 31, 2023 or (b) the date of the consummation of the Company’s initial business combination. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Starting on February 2023, the extension fee change into $187,188 due to 5,885,324 public shares were redeemed.

| F-15 |

| --- |

Note6 – Commitments and Contingencies (As Restated)

Risksand Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In the beginning of February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.

On August 16, 2022, IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

| F-16 |

| --- |

RegistrationRights

The holders of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

UnderwritingAgreement

On

August 10, 2021, the Company engaged Ladenburg Thalmann & Co. Inc. as its underwriter. The Company will grant the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts and commissions.

Ladenburg Thalmann has agreed to revise the warrant agreement that the warrant is exercisable on the later of one year after the closing of this offering or the consummation of an initial business combination.

The underwriters will be entitled to a cash underwriting discount of: (i) two percent (2.0150%) of the gross proceeds of the IPO, or $2,000,000 (or up to $2,300,000 if the underwriters’ over-allotment is exercised in full). In addition, the underwriters are entitled to a deferred fee of two and one half percent (2.50%) of the gross proceeds of the IPO, or $2,500,000 (or up to $2,875,000 if the underwriters’ over- allotment is exercised in full) upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. As of December 31, 2022 and December 31, 2021, the Company have deferred underwriting commissions $2,875,000 and nil as noncurrent liabilities.

ProfessionalFees

The Company has paid professional fees of $25,000 upon initial filing with the SEC of the registration statement for the public offering, and $150,000 at the closing of the public offering as of April 5, 2022. The Company enter into the agreement with monthly retainer of $5,000 starting from April 1, 2022. As of December 31, 2022, the Company incurred $45,000 in fees for these services.

Note7 – Shareholders’ Deficit

OrdinaryShares

The Company is authorized to issue 50,000,000 ordinary shares, with a par value of $0.001 per share. Holders of the ordinary shares are entitled to one vote for each ordinary share. At April 5, 2022, there was

3,205,000

ordinary shares issued and outstanding, excluding 11,500,000 ordinary shares subject to possible redemption. The Sponsor has agreed to forfeit 375,000 ordinary shares to the extent that the over-allotment option is not exercised in full by the underwriter. On April 5, 2022, the underwriter fully exercised the over-allotment option, as such there are no ordinary shares subject to forfeiture.

| F-17 |

| --- |

Warrants

Each

warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share commencing 30 days after the completion of its initial business combination and expiring five years from after the completion of an initial business combination. No fractional warrants will be issued and only whole warrants will trade. The Company may redeem the warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period. If a registration statement is not effective within 60 days following the consummation of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

In

addition, if (a) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the 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), (b) 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, and (c) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Market Value, and the last sales price of the ordinary shares that triggers the Company’s right to redeem the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

Note8 – Fair Value Measurements

The Company complies with ASC 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level<br> 1:	Quoted<br> prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions<br> for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level<br> 2:	Observable<br> inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities<br> and quoted prices for identical assets or liabilities in markets that are not active.
Level<br> 3:	Unobservable<br> inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2022, assets held in the trust account were entirely comprised of marketable securities.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Schedule of Assets Measured at Fair Value on a Recurring Basis

| F-18 |

| --- |

December31, 2022

Assets	Quoted Prices in<br> Active Markets<br> (Level 1)		Significant Other Observable<br> Inputs<br> (Level 2)		Significant Other<br> Unobservable Inputs<br> (Level 3)
Marketable Securities held in Trust Account	$	116,673,481	$	-	$	-

December31, 2021

Assets	Quoted Prices in<br> Active Markets<br> (Level 1)		Significant Other<br> Observable Inputs<br> (Level 2)		Significant Other<br> Unobservable Inputs<br> (Level 3)
Marketable Securities held in Trust Account	$	-	$	-	$	-

Note9 – Subsequent Events

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to March 30, 2023, the date the financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements except the following:

On

January 26, 2023, the Company held a shareholder meeting and approved the proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination twelve (12) times for an additional one (1) month each time from February 5, 2023 to February 5, 2024. In connection the shareholders meeting to vote for the proposal to amend the Company’s amended and restated memorandum and articles of association, the public shares are entitled to exercise the redemption right and 5,885,324 public shares tendered for redemption. As a result of the exercise of the redemption right, 5,614,676 public shares remain unredeemed.

| F-19 |

| --- | | (2) | Financial Statement Schedules: | | --- | --- |

None.

(3)	Exhibits
Exhibit No.	Description
---	---
1.1	Underwriting Agreement, dated March 31, 2022, by and between the Company and Ladenburg Thalmann & Co., Inc. as representative of the underwriters.^(1)^
3.1	Amended and Restated Memorandum and Articles of Association dated as of March 30, 2022.^(1)^
3.2	Amended and Restated Articles of Association dated as of January 26, 2023*
4.1	Warrant Agreement between the Company and Vstock Transfer LLC, dated as of March 31, 2022.^(1)^
4.2	Description of Registrant’s Securities.*
10.1	Letter Agreement among the Company and its officers, directors and M-Star Management Corporation, dated as of March 31, 2022.^(1)^
10.2	Administrative Support Agreement dated as of March 31, 2022 by and between the Company and M-Star Management Corporation.^(1)^
10.3	Investment Management Trust Agreement among the Company, Wilmington Trust, N.A., and Vstock Transfer LLC, dated as of March 30, 2022.^(1)^
10.4	Registration Rights Agreement between the Company and certain security holders dated as of March 31, 2022.^(1)^
10.5	Private Placement Unit Purchase Agreement dated as of March 31, 2022 between the Company and M-Star Management Corporation.^(1)^
10.6	Amended Securities Subscription Agreement, dated September 22, 2021, between the Registrant and M-Star Management Corporation.^(2)^
21	List of subsidiaries.*
31.1	Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
31.2	Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
32.1	Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
32.2	Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
101.INS	Inline<br> XBRL Instance Document.*
101.SCH	Inline XBRL<br> Schema Document.*
101.CAL	Inline XBRL<br> Calculation Linkbase Document.*
101.DEF	Inline XBRL<br> Definition Linkbase Document.*
101.LAB	Inline XBRL<br> Label Linkbase Document.*
101.PRE	Inline XBRL<br> Presentation Linkbase Document.*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)	Filed<br> as an Exhibit to the Registrant’s Form 8-K as filed with the Commission on April 5, 2022.
---	---
(2)	Filed<br> as an exhibit to the Registrant’s Form S-1 as filed with the Commission on October 14, 2021.
*	Filed<br> herewith.
---	---
**	Furnished<br> herewith.

ITEM16. Form 10-K Summary

None.

| 67 |

| --- |

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized as of July 26, 2024.

METAL SKY STAR ACQUISITION CORPORATION
By:	/s/ Man Chak Leung
	Man<br> Check Leung
	Chief<br> Executive Officer and Director
	(Principal<br> Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Man Chak Leung	Chief<br> Executive Officer and Director	July<br> 26, 2024
Man<br> Chak Leung	(Principal Executive Officer)
/s/ Wenxi He	Chief<br> Financial Officer	July<br> 26, 2024
Wenxi<br> He	(Principal Financial Officer)
/s/ Konstantin A. Sokolov	Director	July<br> 26, 2024
Konstantin<br> A. Sokolov
/s/ Zining Jiang	Independent<br> Director	July<br> 26, 2024
Zining<br> Jiang
/s/ Xinghua Fan	Independent<br> Director	July<br> 26, 2024
Xinghua<br> Fan
/s/ Zhuo Wang	Independent<br> Director	July<br> 26, 2024
Zhuo<br> Wang

| 68 |

| --- |

Exhibit3.2

CompaniesAct (Revised)

CompanyLimited by Shares

MetalSky Star Acquisition Corporation

AMENDED& RESTATED

ARTICLESof association

Adopted by special resolution passed on 26 January 2023

| *www.verify.gov.ky File#: 375777* |

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CONTENTS

1	Definitions, interpretation and exclusion of Table A	1
	Definitions	1
	Interpretation	5
	Exclusion<br> of Table A Articles	5
2	Shares	5
	Power<br> to issue Shares and options, with or without special rights	5
	Power<br> to issue fractions of a Share	7
	Power<br> to pay commissions and brokerage fees	7
	Trusts<br> not recognised	7
	Power<br> to vary class rights	7
	Effect<br> of new Share issue on existing class rights	8
	Capital<br> contributions without issue of further Shares	8
	No<br> bearer Shares or warrants	8
	Treasury<br> Shares	8
	Rights<br> attaching to Treasury Shares and related matters	9
3	Register of Members	9
4	Share certificates	9
	Issue<br> of share certificates	9
	Renewal<br> of lost or damaged share certificates	10
5	Lien on Shares	10
	Nature<br> and scope of lien	10
	Company<br> may sell Shares to satisfy lien	11
	Authority<br> to execute instrument of transfer	11
	Consequences<br> of sale of Shares to satisfy lien	11
	Application<br> of proceeds of sale	11

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---
---	---	---
	Power<br> to make calls and effect of calls	12
	Time<br> when call made	12
	Liability<br> of joint holders	12
	Interest<br> on unpaid calls	12
	Deemed<br> calls	12
	Power<br> to accept early payment	13
	Power<br> to make different arrangements at time of issue of Shares	13
	Notice<br> of default	13
	Forfeiture<br> or surrender of Shares	13
	Disposal<br> of forfeited or surrendered Share and power to cancel forfeiture or surrender	13
	Effect<br> of forfeiture or surrender on former Member	14
	Evidence<br> of forfeiture or surrender	14
	Sale<br> of forfeited or surrendered Shares	14
7	Transfer of Shares	14
	Form<br> of transfer	14
	Power<br> to refuse registration	15
	Power<br> to suspend registration	15
	Company<br> may retain instrument of transfer	15
8	Transmission of Shares	15
	Persons<br> entitled on death of a Member	15
	Registration<br> of transfer of a Share following death or bankruptcy	15
	Indemnity	16
	Rights<br> of person entitled to a Share following death or bankruptcy	16
9	Alteration of capital	16
	Increasing,<br> consolidating, converting, dividing and cancelling share capital	16
	Dealing<br> with fractions resulting from consolidation of Shares	17
	Reducing<br> share capital	17

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---
---	---	---
	Power<br> to issue redeemable Shares and to purchase own Shares	17
	Power<br> to pay for redemption or purchase in cash or in specie	18
	Effect<br> of redemption or purchase of a Share	18
11	Meetings of Members	18
	Power<br> to call meetings	18
	Content<br> of notice	19
	Period<br> of notice	20
	Persons<br> entitled to receive notice	20
	Publication<br> of notice on a website	20
	Time<br> a website notice is deemed to be given	21
	Required<br> duration of publication on a website	21
	Accidental<br> omission to give notice or non-receipt of notice	21
12	Proceedings at meetings of Members	21
	Quorum	21
	Lack<br> of quorum	21
	Use<br> of technology	22
	Chairman	22
	Right<br> of a director to attend and speak	22
	Adjournment	22
	Method<br> of voting	22
	Taking<br> of a poll	22
	Chairman’s<br> casting vote	23
	Amendments<br> to resolutions	23
	Written<br> resolutions	23
	Sole-member<br> company	24

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---
---	---	---
	Right<br> to vote	24
	Rights<br> of joint holders	24
	Representation<br> of corporate Members	24
	Member<br> with mental disorder	25
	Objections<br> to admissibility of votes	25
	Form<br> of proxy	25
	How<br> and when proxy is to be delivered	26
	Voting<br> by proxy	27
14	Number of directors	27
15	Appointment, disqualification and removal of directors	27
	No<br> age limit	27
	Corporate<br> directors	27
	No<br> shareholding qualification	27
	Appointment<br> and removal of directors	27
	Resignation<br> of directors	28
	Termination<br> of the office of director	28
16	Alternate directors	29
	Appointment<br> and removal	29
	Notices	30
	Rights<br> of alternate director	30
	Appointment<br> ceases when the appointor ceases to be a director	30
	Status<br> of alternate director	30
	Status<br> of the director making the appointment	31
17	Powers of directors	31
	Powers<br> of directors	31
	Appointments<br> to office	31

| iv<br><br><br><br>*www.verify.gov.ky File#: 375777* |

| --- | | | Remuneration | 32 | | --- | --- | --- | | | Disclosure of information | 32 | | 18 | Delegation of powers | 32 | | | Power to delegate any of the directors’ powers to a committee | 32 | | | Power to appoint an agent of the Company | 33 | | | Power to appoint an attorney or authorised signatory of the Company | 33 | | | Power to appoint a proxy | 33 | | 19 | Meetings of directors | 34 | | | Regulation of directors’ meetings | 34 | | | Calling meetings | 34 | | | Notice of meetings | 34 | | | Period of notice | 34 | | | Use of technology | 34 | | | Place of meetings | 34 | | | Quorum | 34 | | | Voting | 34 | | | Validity | 34 | | | Recording of dissent | 35 | | | Written resolutions | 35 | | | Sole director’s minute | 35 | | 20 | Permissible directors’ interests and disclosure | 35 | | | Permissible interests subject to disclosure | 35 | | | Notification of interests | 36 | | | Voting where a director is interested in a matter | 36 | | 21 | Minutes | 36 | | 22 | Accounts and audit | 36 | | | Accounting and other records | 36 |

| v<br><br><br><br>*www.verify.gov.ky File#: 375777* |

| --- | | | No automatic right of inspection | 37 | | --- | --- | --- | | | Sending of accounts and reports | 37 | | | Time of receipt if documents are published on a website | 37 | | | Validity despite accidental error in publication on website | 37 | | | Audit | 38 | | 23 | Financial year | 38 | | 24 | Record dates | 38 | | 25 | Dividends | 39 | | | Declaration of dividends by Members | 39 | | | Payment of interim dividends and declaration of final dividends by directors | 39 | | | Apportionment of dividends | 39 | | | Right of set off | 40 | | | Power to pay other than in cash | 40 | | | How payments may be made | 40 | | | Dividends or other moneys not to bear interest in absence of special rights | 41 | | | Dividends unable to be paid or unclaimed | 41 | | 26 | Capitalisation of profits | 41 | | | Capitalisation of profits or of any share premium account or capital redemption reserve | 41 | | | Applying an amount for the benefit of members | 41 | | 27 | Share premium account | 42 | | | Directors to maintain share premium account | 42 | | | Debits to share premium account | 42 | | 28 | Seal | 42 | | | Company seal | 42 | | | Duplicate seal | 42 | | | When and how seal is to be used | 42 |

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| --- | | | If no seal is adopted or used | 42 | | --- | --- | --- | | | Power to allow non-manual signatures and facsimile printing of seal | 43 | | | Validity of execution | 43 | | 29 | Indemnity | 43 | | | Indemnity | 43 | | | Release | 44 | | | Insurance | 44 | | 30 | Notices | 44 | | | Form of notices | 44 | | | Electronic communications | 44 | | | Persons authorised to give notices | 45 | | | Delivery of written notices | 45 | | | Joint holders | 45 | | | Signatures | 45 | | | Evidence of transmission | 45 | | | Giving notice to a deceased or bankrupt Member | 45 | | | Date of giving notices | 46 | | | Saving provision | 46 | | 31 | Authentication of Electronic Records | 46 | | | Application of Articles | 46 | | | Authentication of documents sent by Members by Electronic means | 46 | | | Authentication of document sent by the Secretary or Officers of the Company by Electronic means | 47 | | | Manner of signing | 47 | | | Saving provision | 47 | | 32 | Transfer by way of continuation | 48 |

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---	---	---
	Distribution<br> of assets in specie	48
	No<br> obligation to accept liability	48
	The<br> directors are authorised to present a winding up petition	48
34	Amendment of Memorandum and Articles	49
	Power<br> to change name or amend Memorandum	49
	Power<br> to amend these Articles	49
35	Mergers and Consolidations	49
36	Business Combination	49
37	Certain Tax Filings	52
38	Business Opportunities	53

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CompaniesAct (Revised)

CompanyLimited by Shares

Amended& Restated Articles of Association

MetalSky Star Acquisition Corporation

Adopted by special resolution passed on 26 January 2023

1	Definitions, interpretation and exclusion of Table A

Definitions

1.1	In<br> these Articles, the following definitions apply:

Amendmenthas the meaning ascribed to it in Article 36.11.

AmendmentRedemption Event has the meaning ascribed to it in Article 36.11.

ApplicableLaw means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

ApprovedAmendment has the meaning ascribed to it in Article 36.11.

Articlesmeans, as appropriate:

(a)	these<br> articles of association as amended from time to time: or
(b)	two<br> or more particular articles of these Articles;

and Article refers to a particular article of these Articles.

AuditCommittee means the audit committee of the Company formed pursuant to Article 22.8 hereof, or any successor audit committee.

Auditormeans the person for the time being performing the duties of auditor of the Company.

AutomaticRedemption Event shall have the meaning given to it in Article 36.2.

BusinessCombination shall mean the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction, with a Target Business at Fair Value.

BusinessDay means a day other than (a) a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City (b) a Saturday or (c) a Sunday.

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CaymanIslands means the British Overseas Territory of the Cayman Islands.

ClearDays, in relation to a period of notice, means that period excluding:

(a)	the<br> day when the notice is given or deemed to be given; and
(b)	the<br> day for which it is given or on which it is to take effect.

ClearingHouse means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

Companymeans the above-named company.

DefaultRate means 10% (ten per cent) per annum.

DesignatedStock Exchange means any national securities exchange, including the Nasdaq Stock Market LLC, the NYSE American LLC or The New York Stock Exchange LLC or any Over- the-Counter market on which the Shares are listed for trading.

Electronichas the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.

ElectronicRecord has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.

ElectronicSignature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.

ExchangeAct means the United States Securities Exchange Act of 1934, as amended.

FairValue shall mean a value at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for a Business Combination**.**

FullyPaid and Paid Up:

(a)	in<br> relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that<br> Share, has been fully paid or credited as paid in money or money’s worth;
(b)	in<br> relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in<br> money or money’s worth.

IndependentDirector means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange as determined by the directors.

InitialShareholders means the Sponsor, the directors and officers of the Company or their respective affiliates who hold Shares prior to the IPO.

IPOmeans the initial public offering of units, consisting of Shares and warrants of the Company and rights to receive Shares of the Company.

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Lawmeans the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force.

Membermeans any person or persons entered on the Register of Members from time to time as the holder of a Share.

Memorandummeans the memorandum of association of the Company as amended from time to time.

Officermeans a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.

OrdinaryResolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote thereon. The expression also includes a unanimous written resolution.

Over-AllotmentOption means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described at Article 2.4) sold in the IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.

Per-ShareRedemption Price means:

(a)	with<br> respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account, but net of taxes payable and excluding<br> up to US$50,000 of any interest earned to pay liquidation expenses (but including remaining interest) divided by the number of then<br> outstanding Public Shares;
(b)	with<br> respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account, including interest earned but net<br> of taxes payable, divided by the number of then outstanding Public Shares; and
(c)	with<br> respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then on deposit in the Trust Account on the<br> date that is two Business Days prior to the consummation of the Business Combination, including interest earned but net of taxes<br> payable, divided by the number of then outstanding Public Shares.

PublicShare means the Shares included in the units issued in the IPO (as described in Article 2.4).

RedemptionOffer has the meaning ascribed to it in Article 36.5(b).

Registerof Members means the register of Members maintained in accordance with the Law and includes (except where otherwise stated) any branch or duplicate register of Members.

RegistrationStatement has the meaning ascribed to it in Article 36.10.

SECmeans the United States Securities and Exchange Commission.

Secretarymeans a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

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Sharemeans an ordinary share in the share capital of the Company; and the expression:

(a)	includes<br> stock (except where a distinction between shares and stock is expressed or implied); and
(b)	where<br> the context permits, also includes a fraction of a share.

SpecialResolution has the meaning given to that term in the Law.

Sponsormeans M-Star Management Corporation, being the sole Member immediately prior to the consummation of the IPO.

SponsorShares means the Shares held for the time being by the Sponsor.

SponsorGroup means the Sponsor and its respective affiliates, successors and assigns.

TargetBusiness means any businesses or entity with whom the Company wishes to undertake a Business Combination. For these purposes, a Target Business shall not include any entity or business with its principal or a majority of its business operations (either directly or through any subsidiaries and/or VIEs) in the People’s Republic of China (including Hong Kong and Macau) and, for the avoidance of doubt, the Company shall not enter into an agreement for, or consummate its initial Business Combination with, such an entity or business.

TargetBusiness Acquisition Period shall mean the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company’s IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

TaxFiling Authorised Person means such person as any director shall designate from time to time, acting severally.

TenderRedemption Offer has the meaning ascribed to it in Article 36.5(a).

TerminationDate has the meaning given to it in Article 36.2.

TreasuryShares means Shares of the Company held in treasury pursuant to the Law and Article 2.16.

TrustAccount shall mean the trust account established by the Company prior to the IPO and into which a certain amount of the IPO proceeds and the proceeds from a simultaneous private placement of like units comprising like securities to those included in the IPO by the Company are deposited, interest on the balance of which may be released to the Company from to time to time to pay the Company’s income or other tax obligations, and up to US$50,000 of such interest on the balance of the Trust Account may also be released to pay the liquidation expenses of the Company if applicable.

Underwritermeans an underwriter of the IPO from time to time, and any successor underwriter.

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Interpretation

1.2	In<br> the interpretation of these Articles, the following provisions apply unless the context otherwise requires:
(a)	A<br> reference in these Articles to a statute is a reference to a statute of the Cayman Islands as known by its short title, and includes:
---	---
(i)	any<br> statutory modification, amendment or re-enactment; and
---	---
(ii)	any<br> subordinate legislation or regulations issued under that statute.

Without limitation to the preceding sentence, a reference to a revised Law of the Cayman Islands is taken to be a reference to the revision of that Law in force from time to time as amended from time to time.

(b)	Headings<br> are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity.
(c)	If<br> a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be<br> done on the next Business Day.
(d)	A<br> word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference<br> to any gender also denotes the other genders.
(e)	A<br> reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government<br> agency.
(f)	Where<br> a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding<br> meaning.
(g)	All<br> references to time are to be calculated by reference to time in the place where the Company’s registered office is located.
(h)	The<br> words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic<br> Record where the distinction between a document in writing and an Electronic Record is expressed or implied.
(i)	The<br> words including, include and in particular or any similar expression are to be construed without limitation.

Exclusionof Table A Articles

1.3	The<br> regulations contained in Table A in the First Schedule of the Law and any other regulations contained in any statute or subordinate<br> legislation are expressly excluded and do not apply to the Company.
2	Shares
---	---

Powerto issue Shares and options, with or without special rights

2.1

Subject to the provisions of the Law and these Articles and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), issue, grant options over or otherwise deal with any unissued Shares of the Company to such persons, at such times and on such terms and conditions as they may decide. No Share may be issued at a discount except in accordance with the provisions of the Law.

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| --- | | 2.2 | Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company: | | --- | --- | | (a) | either at a premium or at par; | | --- | --- | | (b) | with or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise. |

Notwithstanding the above, following an IPO and prior to a Business Combination, the Company may not issue additional Shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any Business Combination.

2.3	The Company may issue rights, options, warrants or convertible<br>securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class<br>of Shares or other securities in the Company at such times and on such terms and conditions as the directors may decide.
2.4	The Company may issue units of securities in the Company, which<br>may be comprised of Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right<br>upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, on such terms<br>and conditions as the directors may decide. The securities comprising any such units which are issued pursuant to the IPO can only be<br>traded separately from one another on the 52nd day following the date of the prospectus relating to the IPO unless the managing Underwriter<br>determines that an earlier date is acceptable, subject to the Company having filed a current report on Form 8-K containing an audited<br>balance sheet reflecting the Company’s receipt of the gross proceeds of the IPO with the SEC and a press release announcing when<br>such separate trading will begin. Prior to such date, the units can be traded, but the securities comprising such units cannot be traded<br>separately from one another.
2.5	Each<br> Share in the Company confers upon the Member:
(a)	subject<br> to Article 34, the right to one vote at a meeting of the Members of the Company or on any resolution of Members;
---	---
(b)	the<br> right to be redeemed on an Automatic Redemption Event in accordance with Article 36.2 or pursuant to either a Tender Redemption Offer<br> or Redemption Offer in accordance with Article 36.5 or pursuant to an Amendment Redemption Event in accordance with Article 36.11;
(c)	a<br> pro rata right in any dividend paid by the Company; and
(d)	subject<br> to satisfaction of and compliance with Article 36, a pro rata right in the distribution of the surplus assets of the Company on its<br> liquidation provided that in the event that the Company enters liquidation prior to or without having consummated a Business Combination<br> then, in such circumstances, in the event any surplus assets (Residual Assets) of the Company remain following the Company<br> having complied with its applicable obligations to redeem Public Shares and distribute the funds held in the Trust Account in respect<br> of such redemptions pursuant to Article 36, the Public Shares shall not have any right to receive any share of those Residual Assets<br> which are held outside the Trust Account and such Residual Assets shall be distributed (on a pro rata basis) only in respect of those<br> Shares that are not Public Shares.

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Powerto issue fractions of a Share

2.6

Subject to the Law, the Company may, but shall not otherwise be obliged to, issue fractions of a Share of any class or round up or down fractional holdings of Shares to its nearest whole number. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares.

Powerto pay commissions and brokerage fees

2.7	The<br> Company may, in so far as the Law permits, pay a commission to any person in consideration of that person:
(a)	subscribing<br> or agreeing to subscribe, whether absolutely or conditionally; or
---	---
(b)	procuring<br> or agreeing to procure subscriptions, whether absolute or conditional

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

2.8	The<br> Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.

Trustsnot recognised

2.9	Except<br> as required by Applicable Law:
(a)	the<br> Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial<br> interest in any Share, or (except only as is otherwise provided by the Articles) any other rights in respect of any Share other than<br> an absolute right to the entirety thereof in the holder; and
---	---
(b)	no<br> person other than the Member shall be recognised by the Company as having any right in a Share.

Powerto vary class rights

2.10	If<br> the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state<br> otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:
(a)	the<br> Members holding two thirds of the issued Shares of that class consent in writing to the variation; or
---	---
(b)	the<br> variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued<br> Shares of that class.
2.11	For<br> the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis<br> mutandis, to every such separate meeting except that:
---	---
(a)	the<br> necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of<br> the class; and
---	---

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| --- | | (b) | any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised representative, may demand a poll. | | --- | --- | | 2.12 | Notwithstanding Article 2.10, unless the proposed variation is for the purposes of approving, or in conjunction with, the consummation of a Business Combination, prior to a Business Combination but subject always to the limitations set out in Article 34 in respect of amendments to the Memorandum and Articles, the rights attached to the Shares as specified in Article 2.5 may only, whether or not the Company is being wound up, be varied by a Special Resolution, and any such variation that has to be approved under this Article shall also be subject to compliance with Article 36.11. | | --- | --- |

Effectof new Share issue on existing class rights

2.13	Unless<br> the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall<br> not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class.

Capitalcontributions without issue of further Shares

2.14	With<br> the consent of a Member, the directors may accept a voluntary contribution to the capital of the Company from that Member without<br> issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt with in the following manner:
(a)	It<br> shall be treated as if it were a share premium.
---	---
(b)	Unless<br> the Member agrees otherwise:
(i)	if<br> the Member holds Shares in a single class of Shares - it shall be credited to the share premium account for that class of Shares;
---	---
(ii)	if<br> the Member holds Shares of more than one class - it shall be credited rateably to the share premium accounts for those classes of<br> Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue<br> prices for all classes of Shares that the Member holds).
(c)	It<br> shall be subject to the provisions of the Law and these Articles applicable to share premiums.
---	---

Nobearer Shares or warrants

2.15	The<br> Company shall not issue Shares or warrants to bearers.

TreasuryShares

2.16	Shares<br> that the Company purchases, redeems or acquires by way of surrender in accordance with the Law shall be held as Treasury Shares and<br> not treated as cancelled if:
(a)	the<br> directors so determine prior to the purchase, redemption or surrender of those shares; and
---	---

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| --- | | (b) | the relevant provisions of the Memorandum and Articles and the Law are otherwise complied with. | | --- | --- |

Rightsattaching to Treasury Shares and related matters

2.17	No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including<br> any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share.
2.18	The<br> Company shall be entered in the Register as the holder of the Treasury Shares. However:
---	---
(a)	the<br> Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and<br> any purported exercise of such a right shall be void;
---	---
(b)	a<br> Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining<br> the total number of issued shares at any given time, whether for the purposes of these Articles or the Law.
2.19	Nothing in the preceding Article prevents an allotment of Shares<br>as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share<br>shall be treated as Treasury Shares.
---	---
2.20	Treasury Shares may be disposed of by the Company in accordance<br>with the Law and otherwise on such terms and conditions as the directors determine.
3	Register of Members
---	---
3.1	The Company shall maintain or cause to be maintained the Register<br>of Members in accordance with the Law.
---	---
3.2	The directors may determine that the Company shall maintain<br>one or more branch registers of Members in accordance with the Law. The directors may also determine which Register of Members shall<br>constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time<br>to time.
3.3	The title to Public Shares may be evidenced and transferred<br>in accordance with the laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes, the Register<br>of Members may be maintained in accordance with Article 40B of the Law.
4	Share certificates
---	---

Issueof share certificates

4.1

A Member shall only be entitled to a share certificate if the directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the directors may determine. If the directors resolve that share certificates shall be issued, upon being entered in the register of Members as the holder of a Share, the directors may issue to any Member:

(a)

without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding); and

---

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| --- | | (b) | upon payment of such reasonable sum as the directors may determine for every certificate after the first, to several certificates each for one or more of that Member’s Shares. | | --- | --- | | 4.2 | Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine. | | --- | --- | | 4.3 | Every certificate shall bear legends required under the Applicable Laws. | | 4.4 | The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them. |

Renewalof lost or damaged share certificates

4.5	If<br> a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:
(a)	evidence;
---	---
(b)	indemnity;
(c)	payment<br> of the expenses reasonably incurred by the Company in investigating the evidence; and
(d)	payment<br> of a reasonable fee, if any, for issuing a replacement share certificate

as the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

5	Lien on Shares

Natureand scope of lien

5.1	The<br> Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a Member (whether solely<br> or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member’s estate:
(a)	either<br> alone or jointly with any other person, whether or not that other person is a Member; and
---	---
(b)	whether<br> or not those moneys are presently payable.
5.2	At<br> any time the directors may declare any Share to be wholly or partly exempt from the provisions of this Article.
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Companymay sell Shares to satisfy lien

5.3	The<br> Company may sell any Shares over which it has a lien if all of the following conditions are met:
(a)	the<br> sum in respect of which the lien exists is presently payable;
---	---
(b)	the<br> Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of<br> that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and
(c)	that<br> sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles.
5.4	The Shares may be sold in such manner as the directors determine.
---	---
5.5	To the maximum extent permitted by Applicable Law, the directors<br>shall incur no personal liability to the Member concerned in respect of the sale.

Authorityto execute instrument of transfer

5.6	To<br> give effect to a sale, the directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance<br> with the directions of, the purchaser. The title of the transferee of the Shares shall not be affected by any irregularity or invalidity<br> in the proceedings in respect of the sale.

Consequencesof sale of Shares to satisfy lien

5.7	On<br> sale pursuant to the preceding Articles:
(a)	the<br> name of the Member concerned shall be removed from the Register of Members as the holder of those Shares; and
---	---
(b)	that<br> person shall deliver to the Company for cancellation the certificate for those Shares.

Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.

Applicationof proceeds of sale

5.8	The<br> net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists<br> as is presently payable. Any residue shall be paid to the person whose Shares have been sold:
(a)	if<br> no certificate for the Shares was issued, at the date of the sale; or
---	---

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| --- | | (b) | if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation | | --- | --- |

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.

6	Calls on Shares and forfeiture

Powerto make calls and effect of calls

6.1

Subject to the terms of allotment, the directors may make calls on the Members in respect of any moneys unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice.

6.2

Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part.

6.3

A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which the call was made. A person shall not be liable for calls made after such person is no longer registered as Member in respect of those Shares.

Timewhen call made

6.4	A<br> call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.

Liabilityof joint holders

6.5	Members<br> registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.

Intereston unpaid calls

6.6	If<br> a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount<br> unpaid from the day it became due and payable until it is paid:
(a)	at<br> the rate fixed by the terms of allotment of the Share or in the notice of the call; or
---	---
(b)	if<br> no rate is fixed, at the Default Rate.

The directors may waive payment of the interest wholly or in part.

Deemedcalls

6.7	Any<br> amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call.<br> If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue<br> of a call.

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Powerto accept early payment

6.8	The<br> Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that<br> amount has been called up.

Powerto make different arrangements at time of issue of Shares

6.9	Subject<br> to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish between Members in the amounts<br> and times of payment of calls on their Shares.

Noticeof default

6.10	If<br> a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than<br> 14 Clear Days’ notice requiring payment of:
(a)	the<br> amount unpaid;
---	---
(b)	any<br> interest which may have accrued;
(c)	any<br> expenses which have been incurred by the Company due to that person’s default.
6.11	The<br> notice shall state the following:
---	---
(a)	the<br> place where payment is to be made; and
---	---
(b)	a<br> warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited.

Forfeitureor surrender of Shares

6.12	If the notice under the preceding Article is not complied with,<br>the directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be<br>forfeited. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited Share and not paid before the<br>forfeiture. Despite the foregoing, the directors may determine that any Share the subject of that notice be accepted by the Company as<br>surrendered by the Member holding that Share in lieu of forfeiture.
6.13	The directors may accept the surrender for no consideration of any Fully Paid Share.

Disposalof forfeited or surrendered Share and power to cancel forfeiture or surrender

6.14

A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

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Effectof forfeiture or surrender on former Member

6.15	On<br> forfeiture or surrender:
(a)	the<br> name of the Member concerned shall be removed from the Register of Members as the holder of those Shares and that person shall cease<br> to be a Member in respect of those Shares; and
---	---
(b)	that<br> person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares.
6.16	Despite<br> the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all moneys which at the date of forfeiture<br> or surrender were presently payable by him to the Company in respect of those Shares together with:
---	---
(a)	all<br> expenses; and
---	---
(b)	interest<br> from the date of forfeiture or surrender until payment:
(i)	at<br> the rate of which interest was payable on those moneys before forfeiture; or
---	---
(ii)	if<br> no interest was so payable, at the Default Rate.

The directors, however, may waive payment wholly or in part.

Evidenceof forfeiture or surrender

6.17	A<br> declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive evidence of the following matters<br> stated in it as against all persons claiming to be entitled to forfeited Shares:
(a)	that<br> the person making the declaration is a director or Secretary of the Company, and
---	---
(b)	that<br> the particular Shares have been forfeited or surrendered on a particular date.

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Saleof forfeited or surrendered Shares

6.18	Any<br> person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration,<br> if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in<br> respect of, the forfeiture, surrender or disposal of those Shares.
7	Transfer of Shares
---	---

Formof transfer

7.1

Subject to the following Articles about the transfer of Shares, and provided that such transfer complies with applicable rules of the SEC, the Designated Stock Exchange and federal and state securities laws of the United States, a Member may transfer Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the directors, executed:

(a)

where the Shares are Fully Paid, by or on behalf of that Member; and

---

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| --- | | (b) | where the Shares are partly paid, by or on behalf of that Member and the transferee. | | --- | --- | | 7.2 | The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered into the Register of Members. | | --- | --- |

Powerto refuse registration

7.3	If<br> the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to Article 2.4 on terms that one<br> cannot be transferred without the other, the directors shall refuse to register the transfer of any such Share without evidence satisfactory<br> to them of the like transfer of such option or warrant.

Powerto suspend registration

7.4	The<br> directors may suspend registration of the transfer of Shares at such times and for such periods, not exceeding 30 days in any calendar<br> year, as they determine.

Companymay retain instrument of transfer

7.5	The<br> Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the directors<br> refuse to register shall be returned to the person lodging it when notice of the refusal is given.
8	Transmission of Shares
---	---

Personsentitled on death of a Member

8.1	If<br> a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following:
(a)	where<br> the deceased Member was a joint holder, the survivor or survivors; and
---	---
(b)	where<br> the deceased Member was a sole holder, that Member’s personal representative or representatives.
8.2	Nothing<br> in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased<br> was a sole holder or a joint holder.
---	---

Registrationof transfer of a Share following death or bankruptcy

8.3	A<br> person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following:
(a)	to<br> become the holder of the Share; or
---	---
(b)	to<br> transfer the Share to another person.

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| --- | | 8.4 | That person must produce such evidence of his entitlement as the directors may properly require. | | --- | --- | | 8.5 | If the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer. | | 8.6 | If the person elects to transfer the Share to another person then: | | --- | --- | | (a) | if the Share is Fully Paid, the transferor must execute an instrument of transfer; and | | --- | --- | | (b) | if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer. | | 8.7 | All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer. | | --- | --- |

Indemnity

8.8	A<br> person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the directors<br> against any loss or damage suffered by the Company or the directors as a result of that registration.

Rightsof person entitled to a Share following death or bankruptcy

8.9

A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. However, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company.

Alteration of capital

---

Increasing,consolidating, converting, dividing and cancelling share capital

9.1	To<br> the fullest extent permitted by the Law, the Company may by Ordinary Resolution do any of the following and amend its Memorandum<br> for that purpose:
(a)	increase<br> its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges<br> set out in that Ordinary Resolution;
---	---
(b)	consolidate<br> and divide all or any of its share capital into Shares of larger amount than its existing Shares;
(c)	convert<br> all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination;
(d)	sub-divide<br> its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division,<br> the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of<br> the Share from which the reduced Share is derived; and

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| --- | | (e) | cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided. | | --- | --- |

Dealingwith fractions resulting from consolidation of Shares

9.2	Whenever,<br> as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the directors may on behalf of<br> those Members:
(a)	sell<br> the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions<br> of the Law, the Company); and
---	---
(b)	distribute<br> the net proceeds in due proportion among those Members.

For that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

Reducingshare capital

9.3	Subject<br> to the Law and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by<br> Special Resolution, reduce its share capital in any way.
10	Redemption and purchase of own Shares
---	---

Powerto issue redeemable Shares and to purchase own Shares

10.1	Subject<br> to the Law and Article 36, and to any rights for the time being conferred on the Members holding a particular class of Shares, and,<br> where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, the Company may by its directors:
(a)	issue<br> Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares,<br> on the terms and in the manner its directors determine before the issue of those Shares;
---	---
(b)	with<br> the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of<br> Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms<br> and in the manner which the directors determine at the time of such variation; and
(c)	purchase<br> all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the directors determine<br> at the time of such purchase.

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Law, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

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| --- | | 10.2 | With respect to redeeming or repurchasing the Shares: | | --- | --- | | (a) | Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in Article 36.5; | | --- | --- | | (b) | Sponsor Shares held by the Sponsor shall, following consummation of the IPO, be surrendered by the Sponsor on a pro rata basis for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Sponsor Shares will at all times represent 20% of the Company’s issued Shares after the IPO; and | | (c) | Public Shares shall be repurchased by way of tender offer in the circumstances set out in Article 36.5. |

Powerto pay for redemption or purchase in cash or in specie

10.3	When<br> making a payment in respect of the redemption or purchase of Shares, the directors may make the payment in cash or in specie (or<br> partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares, or by the terms applying to<br> those Shares in accordance with Article 10.1, or otherwise by agreement with the Member holding those Shares.

Effectof redemption or purchase of a Share

10.4	Upon<br> the date of redemption or purchase of a Share:
(a)	the<br> Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:
---	---
(i)	the<br> price for the Share; and
---	---
(ii)	any<br> dividend declared in respect of the Share prior to the date of redemption or purchase;
(b)	the<br> Member’s name shall be removed from the Register of Members with respect to the Share; and
---	---
(c)	the<br> Share shall be cancelled or held as a Treasury Shares, as the directors may determine.

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

10.5	For<br> the avoidance of doubt, redemptions and repurchases of Shares in the circumstances described in Articles 10.2(a), 10.2(b) and 10.2(c)<br> above shall not require further approval of the Members.
11	Meetings of Members
---	---

Powerto call meetings

11.1

To the extent required by the Designated Stock Exchange, an annual general meeting of the Company shall be held no later than one year after the first financial year end occurring after the IPO, and shall be held in each year thereafter at such time as determined by the directors and the Company may, but shall not (unless required by the Law or the rules and regulations of the Designated Stock Exchange) be obliged to, in each year hold any other general meeting.

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| --- | | 11.2 | The agenda of the annual general meeting shall be set by the directors and shall include the presentation of the Company’s annual accounts and the report of the directors (if any). | | --- | --- | | 11.3 | Annual general meetings shall be held in New York, USA or in such other places as the directors may determine. | | 11.4 | All general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify the meeting as such in the notices calling it. | | 11.5 | The directors may call a general meeting at any time. | | 11.6 | If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors. | | 11.7 | The directors must also call a general meeting if requisitioned in the manner set out in the next two Articles. | | 11.8 | The requisition must be in writing and given by one or more Members who together hold at least 10% of the rights to vote at such general meeting. | | 11.9 | The requisition must also: | | (a) | specify the purpose of the meeting. | | --- | --- | | (b) | be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners. | | (c) | be delivered in accordance with the notice provisions. | | 11.10 | Should the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period. | | --- | --- | | 11.11 | Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least 10% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional directors. | | 11.12 | Members seeking to bring business before the annual general meeting or to nominate candidates for election as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting. |

Contentof notice

11.13	Notice<br> of a general meeting shall specify each of the following:
(a)	the<br> place, the date and the hour of the meeting;
---	---

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| --- | | (b) | if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting; | | --- | --- | | (c) | subject to paragraph (d), the general nature of the business to be transacted; and | | (d) | if a resolution is proposed as a Special Resolution, the text of that resolution. | | 11.14 | In each notice there shall appear with reasonable prominence the following statements: | | --- | --- | | (a) | that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and | | --- | --- | | (b) | that a proxyholder need not be a Member. |

Periodof notice

11.15	At<br> least five Clear Days’ notice of a general meeting must be given to Members, provided that a general meeting of the Company<br> shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding<br> general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
(a)	in<br> the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
---	---
(b)	in<br> the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting,<br> together holding not less than 95% in par value of the Shares giving that right.

Personsentitled to receive notice

11.16	Subject<br> to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:
(a)	the<br> Members;
---	---
(b)	persons<br> entitled to a Share in consequence of the death or bankruptcy of a Member; and
(c)	the<br> directors.

Publicationof notice on a website

11.17	Subject<br> to the Law or the rules of the Designated Stock Exchange, a notice of a general meeting may be published on a website providing the<br> recipient is given separate notice of:
(a)	the<br> publication of the notice on the website;
---	---
(b)	the<br> place on the website where the notice may be accessed;
(c)	how<br> it may be accessed; and

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| --- | | (d) | the place, date and time of the general meeting. | | --- | --- | | 11.18 | If a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give notice of the meeting to that Member by any other means permitted by these Articles. This will not affect when that Member is deemed to have received notice of the meeting. | | --- | --- |

Timea website notice is deemed to be given

11.19	A<br> website notice is deemed to be given when the Member is given notice of its publication.

Requiredduration of publication on a website

11.20	Where<br> the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date<br> of the notification until at least the conclusion of the meeting to which the notice relates.

Accidentalomission to give notice or non-receipt of notice

11.21	Proceedings<br> at a meeting shall not be invalidated by the following:
(a)	an<br> accidental failure to give notice of the meeting to any person entitled to notice; or
---	---
(b)	non-receipt<br> of notice of the meeting by any person entitled to notice.
11.22	In<br> addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because<br> it is accidentally published:
---	---
(a)	in<br> a different place on the website; or
---	---
(b)	for<br> part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates.
12	Proceedings at meetings of Members
---	---

Quorum

12.1

Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members who together hold 50% of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.

Lackof quorum

12.2	If<br> a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes<br> inquorate, then the following provisions apply:
(a)	If<br> the meeting was requisitioned by Members, it shall be cancelled.
---	---
(b)	In<br> any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as<br> is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then<br> the meeting shall be dissolved.

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Useof technology

12.3	A<br> person may participate in a general meeting through the medium of conference telephone, video or any other form of communications<br> equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person<br> participating in this way is deemed to be present in person at the meeting.

Chairman

12.4	The<br> chairman of a general meeting shall be the chairman of the board or such other director as the directors have nominated to chair<br> board meetings in the absence of the chairman of the board. Absent any such person being present within 15 minutes of the time appointed<br> for the meeting, the directors present shall elect one of their number to chair the meeting.
12.5	If<br> no director is present within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairman,<br> the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.

Rightof a director to attend and speak

12.6	Even<br> if a director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members<br> holding a particular class of Shares in the Company.

Adjournment

12.7	The<br> chairman may at any time adjourn a meeting with the consent of the Members constituting a quorum. The chairman must adjourn the meeting<br> if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly<br> have been transacted at the original meeting.
12.8	Should<br> a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum or otherwise, Members shall be given<br> at least five Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business<br> to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.

Methodof voting

12.9	A<br> resolution put to the vote of the meeting shall be decided on a poll.

Takingof a poll

12.10	A<br> poll demanded on the question of adjournment shall be taken immediately.
12.11	A<br> poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman<br> directs, not being more than 30 Clear Days after the poll was demanded.
12.12	The<br> demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was<br> demanded.

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| --- | | 12.13 | A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur. | | --- | --- |

Chairman’scasting vote

12.14	If<br> the votes on a resolution are equal, the chairman may if he wishes exercise a casting vote.

Amendmentsto resolutions

12.15	An<br> Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:
(a)	not<br> less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice<br> of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and
---	---
(b)	the<br> proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
12.16	A<br> Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:
---	---
(a)	the<br> chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
---	---
(b)	the<br> amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in<br> the resolution.
12.17	If<br> the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s<br> error does not invalidate the vote on that resolution.
---	---

Writtenresolutions

12.18	Members<br> may pass a resolution in writing without holding a meeting if the following conditions are met:
(a)	all<br> Members entitled so to vote are given notice of the resolution as if the same were being proposed at a meeting of Members;
---	---
(b)	all<br> Members entitled so to vote :
(i)	sign<br> a document; or
---	---
(ii)	sign<br> several documents in the like form each signed by one or more of those Members; and
(c)	the<br> signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic<br> Record by Electronic means to the address specified for that purpose.
---	---

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Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

12.19

If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.

12.20

The directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

Sole-membercompany

12.21	If<br> the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both<br> the passing of a resolution and the minute of it.
13	Voting rights of Members
---	---

Rightto vote

13.1	Unless<br> their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled<br> to vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of<br> the holders of that class of Shares.
13.2	Members<br> may vote in person or by proxy.
13.3	Every<br> Member shall have one vote for each Share he holds, unless any Share carries special voting rights.
13.4	A<br> fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
13.5	No<br> Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way.

Rightsof joint holders

13.6	If<br> Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of<br> the holder whose name in respect of those Shares appears first in the Register of Members shall be accepted to the exclusion of the<br> votes of the other joint holder.

Representationof corporate Members

13.7	Save<br> where otherwise provided, a corporate Member must act by a duly authorised representative.
13.8	A<br> corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.

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| --- | | 13.9 | The authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at which it is first used. | | --- | --- | | 13.10 | The directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice. | | 13.11 | Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member. | | 13.12 | A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual notice of the revocation. | | 13.13 | If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of such Shares held by the clearing house (or its nominee(s)). |

Memberwith mental disorder

13.14

A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

13.15

For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

Objectionsto admissibility of votes

13.16	An<br> objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote<br> is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.

Formof proxy

13.17	An<br> instrument appointing a proxy shall be in any common form or in any other form approved by the directors.
13.18	The<br> instrument must be in writing and signed in one of the following ways:
(a)	by<br> the Member; or
---	---
(b)	by<br> the Member’s authorised attorney; or

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| --- | | (c) | if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney. | | --- | --- |

If the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

13.19	The<br> directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of<br> a proxy.
13.20	A<br> Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above<br> about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors<br> of the Company had actual notice of the revocation.

Howand when proxy is to be delivered

13.21	Subject<br> to the following Articles, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority<br> certified notarially or in any other way approved by the directors) must be delivered so that it is received by the Company not less<br> than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of<br> proxy proposes to vote. They must be delivered in either of the following ways:
(a)	In<br> the case of an instrument in writing, it must be left at or sent by post:
---	---
(i)	to<br> the registered office of the Company; or
---	---
(ii)	to<br> such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in<br> relation to the meeting.
(b)	If,<br> pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment<br> of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:
---	---
(i)	in<br> the notice convening the meeting; or
---	---
(ii)	in<br> any form of appointment of a proxy sent out by the Company in relation to the meeting; or
(iii)	in<br> any invitation to appoint a proxy issued by the Company in relation to the meeting.
13.22	Where<br> a poll is taken:
---	---
(a)	if<br> it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or<br> an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time<br> appointed for the taking of the poll;
---	---
(b)	but<br> if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority<br> (or an Electronic Record of the same) must be e delivered as required under the preceding Article not less than two hours before<br> the time appointed for the taking of the poll.

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| --- | | 13.23 | If the form of appointment of proxy is not delivered on time, it is invalid. | | --- | --- |

Votingby proxy

13.24

A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.

Number of directors

---

Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum shall be ten.

15	Appointment, disqualification and removal of directors

Noage limit

15.1	There<br> is no age limit for directors save that they must be aged at least 18 years.

Corporatedirectors

15.2	Unless<br> prohibited by law, a body corporate may be a director. If a body corporate is a director, the Articles about representation of corporate<br> Members at general meetings apply, mutatis mutandis, to the Articles about directors’ meetings.

Noshareholding qualification

15.3	Unless<br> a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be required to own Shares as a condition<br> of his appointment.

Appointmentand removal of directors

15.4

The Company may by Ordinary Resolution appoint any person to be a director or may by Ordinary Resolution remove any director.

15.5

Without prejudice to the Company’s power to appoint a person to be a director pursuant to these Articles, the directors shall have power at any time to appoint any person who is willing to act as a director, either to fill a vacancy or as an additional director. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. The directors shall have power at any time to remove any director.

15.6

Each director holds office for the term fixed by the Ordinary Resolution or fixed by the resolution of the directors appointing such director, as applicable, but such term shall not exceed two years.

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| --- | | 15.7 | Notwithstanding the other provisions of these Articles, in any case where, as a result of death, the Company has no directors and no shareholders, the personal representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint a person to be a director. For the purpose of this Article: | | --- | --- | | (a) | where two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder; | | --- | --- | | (b) | if the last shareholder died leaving a will which disposes of that shareholders’ shares in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise): | | (i) | the expression personal representatives of the last shareholder means: | | --- | --- | | (A) | until a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named in that will who are living at the time the power of appointment under this Article is exercised; and | | --- | --- | | (B) | after such grant of probate has been obtained, only such of those executors who have proved that will; | | (ii) | without derogating from section 3(1) of the Succession Act (Revised), the executors named in that will may exercise the power of appointment under this Article without first obtaining a grant of probate. | | --- | --- | | 15.8 | A remaining director may appoint a director even though there is not a quorum of directors. | | --- | --- | | 15.9 | No appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid. | | 15.10 | For so long as Shares are listed on a Designated Stock Exchange, the directors shall include at least such number of Independent Directors as Applicable Law or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated Stock Exchange. |

Resignationof directors

15.11	A<br> director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions,<br> in an Electronic Record delivered in either case in accordance with those provisions.
15.12	Unless<br> the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to<br> the Company.

Terminationof the office of director

15.13	A<br> director’s office shall be terminated forthwith if:
(a)	he<br> is prohibited by the law of the Cayman Islands from acting as a director; or
---	---

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| --- | | (b) | he is made bankrupt or makes an arrangement or composition with his creditors generally; or | | --- | --- | | (c) | in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director; or | | (d) | he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; | | (e) | without the consent of the other directors, he is absent from meetings of directors for a continuous period of six months; or | | (f) | all of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other directors. | | 16 | Alternate directors | | --- | --- |

Appointmentand removal

16.1	Until<br> the consummation of a Business Combination, a director may not appoint an alternate. Following the consummation of a Business Combination,<br> Articles 16.2 to 16.5 inclusive shall apply.
16.2	Subject<br> to Article 16.1, any director may appoint any other person, including another director, to act in his place as an alternate director.<br> No appointment shall take effect until the director has given notice of the appointment to the other directors. Such notice must<br> be given to each other director by either of the following methods:
(a)	by<br> notice in writing in accordance with the notice provisions;
---	---
(b)	if<br> the other director has an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version<br> being deemed to be the notice unless Article 31.7 applies), in which event notice shall be taken to be given on the date of receipt<br> by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director<br> (and to the email address of the Company pursuant to Article 16.4(c)).
16.3	Without<br> limitation to the preceding Article, a director may appoint an alternate for a particular meeting by sending an email to his fellow<br> directors informing them that they are to take such email as notice of such appointment for such meeting. Such appointment shall<br> be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article<br> 16.4.
---	---
16.4	A<br> director may revoke his appointment of an alternate at any time. No revocation shall take effect until the director has given notice<br> of the revocation to the other directors. Such notice must be given by either of the methods specified in Article 16.2.
16.5	A<br> notice of appointment or removal of an alternate director must also be given to the Company by any of the following methods:
(a)	by<br> notice in writing in accordance with the notice provisions;
---	---

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| --- | | (b) | if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 31.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine; | | --- | --- | | (c) | if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 31.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or | | (d) | if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing. |

Notices

16.6	All<br> notices of meetings of directors shall continue to be given to the appointing director and not to the alternate.

Rightsof alternate director

16.7	An<br> alternate director shall be entitled to attend and vote at any board meeting or meeting of a committee of the directors at which<br> the appointing director is not personally present, and generally to perform all the functions of the appointing director in his absence.
16.8	For<br> the avoidance of doubt:
---	---
(a)	if<br> another director has been appointed an alternate director for one or more directors, he shall be entitled to a separate vote in his<br> own right as a director and in right of each other director for whom he has been appointed an alternate; and
---	---
(b)	if<br> a person other than a director has been appointed an alternate director for more than one director, he shall be entitled to a separate<br> vote in right of each director for whom he has been appointed an alternate.
16.9	An<br> alternate director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director.
---	---

Appointmentceases when the appointor ceases to be a director

16.10	An<br> alternate director shall cease to be an alternate director if the director who appointed him ceases to be a director.

Statusof alternate director

16.11	An<br> alternate director shall carry out all functions of the director who made the appointment.
16.12	Save<br> where otherwise expressed, an alternate director shall be treated as a director under these Articles.

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| --- | | 16.13 | An alternate director is not the agent of the director appointing him. | | --- | --- | | 16.14 | An alternate director is not entitled to any remuneration for acting as alternate director. |

Statusof the director making the appointment

16.15	A<br> director who has appointed an alternate is not thereby relieved from the duties which he owes the Company.
17	Powers of directors
---	---

Powersof directors

17.1	Subject<br> to the provisions of the Law, the Memorandum and these Articles, the business of the Company shall be managed by the directors who<br> may for that purpose exercise all the powers of the Company.
17.2	No<br> prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the<br> extent allowed by the Law, following the consummation of the IPO Members may by Special Resolution validate any prior or future act<br> of the directors which would otherwise be in breach of their duties.

Appointmentsto office

17.3	The<br> directors may appoint a director:
(a)	as<br> chairman of the board of directors;
---	---
(b)	as<br> vice-chairman of the board of directors;
(c)	as<br> managing director;
(d)	to<br> any other executive office

for such period and on such terms, including as to remuneration, as they think fit.

17.4	The<br> appointee must consent in writing to holding that office.
17.5	Where<br> a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors.
17.6	If<br> there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the directors<br> may nominate one of their number to act in place of the chairman should he ever not be available.
17.7	Subject<br> to the provisions of the Law, the directors may also appoint any person, who need not be a director:
(a)	as<br> Secretary; and
---	---

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| --- | | (b) | to any office that may be required (including, for the avoidance of doubt, one or more chief executive officers, presidents, a chief financial officer, a treasurer, vice-presidents, one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant secretaries), | | --- | --- |

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.

17.8	The<br> Secretary or Officer must consent in writing to holding that office.
17.9	A<br> director, Secretary or other Officer of the Company may not hold the office, or perform the services, of Auditor.

Remuneration

17.10

The remuneration to be paid to the directors, if any, shall be such remuneration as the directors shall determine, provided that no cash remuneration shall be paid to any director prior to the consummation of a Business Combination. The directors shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all out of pocket expenses properly incurred by them in connection with activities on behalf of the Company, including identifying and consummating a Business Combination.

17.11

Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director or to any other person connected to or related to him.

17.12

Unless his fellow directors determine otherwise, a director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.

Disclosureof information

17.13	The<br> directors may release or disclose to a third party any information regarding the affairs of the Company, including any information<br> contained in the Register of Members relating to a Member, (and they may authorise any director, Officer or other authorised agent<br> of the Company to release or disclose to a third party any such information in his possession) if:
(a)	the<br> Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company<br> is subject; or
---	---
(b)	such<br> disclosure is in compliance with the rules of any stock exchange upon which the Company’s shares are listed; or
(c)	such<br> disclosure is in accordance with any contract entered into by the Company; or
(d)	the<br> directors are of the opinion such disclosure would assist or facilitate the Company’s operations.
18	Delegation of powers
---	---

Powerto delegate any of the directors’ powers to a committee

18.1	The<br> directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members. Persons on<br> the committee may include non-directors so long as the majority of those persons are directors.

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| --- | | 18.2 | The delegation may be collateral with, or to the exclusion of, the directors’ own powers. | | --- | --- | | 18.3 | The delegation may be on such terms as the directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will. | | 18.4 | Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors. |

Powerto appoint an agent of the Company

18.5	The<br> directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without<br> authority for that person to delegate all or any of that person’s powers. The directors may make that appointment:
(a)	by<br> causing the Company to enter into a power of attorney or agreement; or
---	---
(b)	in<br> any other manner they determine.

Powerto appoint an attorney or authorised signatory of the Company

18.6	The<br> directors may appoint any person, whether nominated directly or indirectly by the directors, to be the attorney or the authorised<br> signatory of the Company. The appointment may be:
(a)	for<br> any purpose;
---	---
(b)	with<br> the powers, authorities and discretions;
(c)	for<br> the period; and
(d)	subject<br> to such conditions

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do so by power of attorney or any other manner they think fit.

18.7	Any<br> power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the<br> attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney<br> or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

Powerto appoint a proxy

18.8	Any<br> director may appoint any other person, including another director, to represent him at any meeting of the directors. If a director<br> appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed to be that of the appointing director.
18.9	Articles<br> 16.1 to 16.5 inclusive (relating to the appointment by directors of alternate directors) apply, mutatis mutandis, to the appointment<br> of proxies by directors.
18.10	A<br> proxy is an agent of the director appointing him and is not an officer of the Company.

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---
---	---

Regulationof directors’ meetings

19.1	Subject<br> to the provisions of these Articles, the directors may regulate their proceedings as they think fit.

Callingmeetings

19.2	Any<br> director may call a meeting of directors at any time. The Secretary, if any, must call a meeting of the directors if requested to<br> do so by a director.

Noticeof meetings

19.3	Every<br> director shall be given notice of a meeting, although a director may waive retrospectively the requirement to be given notice. Notice<br> may be oral. Attendance at a meeting without written objection shall be deemed to be a waiver of such notice requirement.

Periodof notice

19.4	At<br> least five Clear Days’ notice of a meeting of directors must be given to directors. A meeting may be convened on shorter notice<br> with the consent of all directors.

Useof technology

19.5	A<br> director may participate in a meeting of directors through the medium of conference telephone, video or any other form of communications<br> equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting.
19.6	A<br> director participating in this way is deemed to be present in person at the meeting.

Placeof meetings

19.7	If<br> all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking<br> place wherever any of them is.

Quorum

19.8	The<br> quorum for the transaction of business at a meeting of directors shall be two unless the directors fix some other number or unless<br> the Company has only one director.

Voting

19.9	A<br> question which arises at a board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes,<br> exercise a casting vote.

Validity

19.10	Anything<br> done at a meeting of directors is unaffected by the fact that it is later discovered that any person was not properly appointed,<br> or had ceased to be a director, or was otherwise not entitled to vote.

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| --- |

Recordingof dissent

19.11	A<br> director present at a meeting of directors shall be presumed to have assented to any action taken at that meeting unless:
(a)	his<br> dissent is entered in the minutes of the meeting; or
---	---
(b)	he<br> has filed with the meeting before it is concluded signed dissent from that action; or
(c)	he<br> has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.

A director who votes in favour of an action is not entitled to record his dissent to it.

Writtenresolutions

19.12	The<br> directors may pass a resolution in writing without holding a meeting if all directors sign a document or sign several documents in<br> the like form each signed by one or more of those directors.
19.13	Despite<br> the foregoing, a resolution in writing signed by a validly appointed alternate director or by a validly appointed proxy need not<br> also be signed by the appointing director. If a written resolution is signed personally by the appointing director, it need not also<br> be signed by his alternate or proxy.
19.14	Such<br> written resolution shall be as effective as if it had been passed at a meeting of the directors duly convened and held; and it shall<br> be treated as having been passed on the day and at the time that the last director signs.

Soledirector’s minute

19.15	Where<br> a sole director signs a minute recording his decision on a question, that record shall constitute the passing of a resolution in<br> those terms.
20	Permissible directors’ interests and disclosure
---	---

Permissibleinterests subject to disclosure

20.1	Save<br> as expressly permitted by these Articles or as set out below, a director may not have a direct or indirect interest or duty which<br> conflicts or may possibly conflict with the interests of the Company.
20.2	If,<br> notwithstanding the prohibition in the preceding Article, a director discloses to his fellow directors the nature and extent of any<br> material interest or duty in accordance with the next Article, he may:
(a)	be<br> a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise<br> be interested; or
---	---
(b)	be<br> interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the<br> director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise<br> interested in, that other body corporate.

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| --- | | 20.3 | Such disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The director must disclose the nature and extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series of transactions or arrangements with the Company or in which the Company has any material interest. | | --- | --- | | 20.4 | If a director has made disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable to the Company for any benefit that he derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. |

Notificationof interests

20.5	For<br> the purposes of the preceding Articles:
(a)	a<br> general notice that a director gives to the other directors that he is to be regarded as having an interest of the nature and extent<br> specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be<br> deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified;<br> and
---	---
(b)	an<br> interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated<br> as an interest of his.

Votingwhere a director is interested in a matter

20.6	A<br> director may vote at a meeting of directors on any resolution concerning a matter in which that director has an interest or duty,<br> whether directly or indirectly, so long as that director discloses any material interest pursuant to these Articles. The director<br> shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted.
20.7	Where<br> proposals are under consideration concerning the appointment of two or more directors to offices or employment with the Company or<br> any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately<br> and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that<br> concerning his or her own appointment.
21	Minutes
---	---

The Company shall cause minutes to be made in books kept for the purpose in accordance with the Law.

22	Accounts and audit

Accountingand other records

22.1	The<br> directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed<br> in accordance with the requirements of the Law.

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| --- |

Noautomatic right of inspection

22.2	Members<br> are only entitled to inspect the Company’s records if they are expressly entitled to do so by law, or by resolution made by<br> the directors or passed by Ordinary Resolution.

Sendingof accounts and reports

22.3	The<br> Company’s accounts and associated directors’ report or auditor’s report that are required or permitted to be sent<br> to any person pursuant to any law shall be treated as properly sent to that person if:
(a)	they<br> are sent to that person in accordance with the notice provisions: or
---	---
(b)	they<br> are published on a website providing that person is given separate notice of:
(i)	the<br> fact that publication of the documents has been published on the website;
---	---
(ii)	the<br> address of the website; and
(iii)	the<br> place on the website where the documents may be accessed; and
(iv)	how<br> they may be accessed.
22.4	If,<br> for any reason, a person notifies the Company that he is unable to access the website, the Company must, as soon as practicable,<br> send the documents to that person by any other means permitted by these Articles. This, however, will not affect when that person<br> is taken to have received the documents under the next Article.
---	---

Timeof receipt if documents are published on a website

22.5	Documents<br> sent by being published on a website in accordance with the preceding two Articles are only treated as sent at least five Clear Days<br> before the date of the meeting at which they are to be laid if:
(a)	the<br> documents are published on the website throughout a period beginning at least five Clear Days before the date of the meeting and<br> ending with the conclusion of the meeting; and
---	---
(b)	the<br> person is given at least five Clear Days’ notice of the hearing.

Validitydespite accidental error in publication on website

22.6	If,<br> for the purpose of a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings<br> at that meeting are not invalidated merely because:
(a)	those<br> documents are, by accident, published in a different place on the website to the place notified; or
---	---
(b)	they<br> are published for part only of the period from the date of notification until the conclusion of that meeting.

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Audit

22.7	The<br> directors may appoint an Auditor of the Company who shall hold office on such terms as the directors determine.
22.8	Without<br> prejudice to the freedom of the directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed<br> or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the directors shall establish and maintain<br> an Audit Committee as a committee of the directors and shall adopt a formal written Audit Committee charter and review and assess<br> the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall<br> comply with the rules and regulations of the SEC and the Designated Stock Exchange. The Audit Committee shall meet at least once<br> every financial quarter, or more frequently as circumstances dictate.
22.9	If<br> the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related<br> party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of<br> interest.
22.10	The<br> remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
22.11	If<br> the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of<br> illness or other disability at a time when his services are required, the directors shall fill the vacancy and determine the remuneration<br> of such Auditor.
22.12	Every<br> Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall<br> be entitled to require from the directors and officers of the Company such information and explanation as may be necessary for the<br> performance of the duties of the Auditor.
22.13	Auditors<br> shall, if so required by the directors, make a report on the accounts of the Company during their tenure of office at the next annual<br> general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary<br> company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with<br> the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the directors<br> or any general meeting of the Members.
23	Financial year
---	---

Unless the directors otherwise specify, the financial year of the Company:

(a)	shall<br> end on 31st December in the year of its incorporation and each following year; and
(b)	shall<br> begin when it was incorporated and on 1st January each following year.
24	Record dates
---	---

Except to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for calling a general meeting, declaring or paying a dividend or making or issuing an allotment of Shares. The record date may be before or after the date on which the general meeting is held or the dividend, allotment or issue is declared, paid or made.

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Declarationof dividends by Members

25.1	Subject<br> to the provisions of the Law, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of<br> the Members but no dividend shall exceed the amount recommended by the directors.

Paymentof interim dividends and declaration of final dividends by directors

25.2	The<br> directors may pay interim dividends or declare final dividends in accordance with the respective rights of the Members if it appears<br> to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid.
25.3	Subject<br> to the provisions of the Law, in relation to the distinction between interim dividends and final dividends, the following applies:
(a)	Upon<br> determination to pay a dividend or dividends described as interim by the directors in the dividend resolution, no debt shall be created<br> by the declaration until such time as payment is made.
---	---
(b)	Upon<br> declaration of a dividend or dividends described as final by the directors in the dividend resolution, a debt shall be created immediately<br> following the declaration, the due date to be the date the dividend is stated to be payable in the resolution.

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

25.4	In<br> relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:
(a)	If<br> the share capital is divided into different classes, the directors may pay dividends on Shares which confer deferred or non-preferred<br> rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall<br> be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.
---	---
(b)	The<br> directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient<br> funds of the Company lawfully available for distribution to justify the payment.
(c)	If<br> the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for<br> any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights.

Apportionmentof dividends

25.5

Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. If a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

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Rightof set off

25.6	The<br> directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person<br> to the Company on a call or otherwise in relation to a Share.

Powerto pay other than in cash

25.7	If<br> the directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution<br> of assets. If a difficulty arises in relation to the distribution, the directors may settle that difficulty in any way they consider<br> appropriate. For example, they may do any one or more of the following:
(a)	issue<br> fractional Shares;
---	---
(b)	fix<br> the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust<br> the rights of Members; and
(c)	vest<br> some assets in trustees.

Howpayments may be made

25.8	A<br> dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:
(a)	if<br> the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer<br> to that bank account; or
---	---
(b)	by<br> cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.
25.9	For<br> the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or in an Electronic Record and the bank account<br> nominated may be the bank account of another person. For the purpose of paragraph (b) of the preceding Article, subject to any applicable<br> law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to<br> the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall<br> be a good discharge to the Company.
---	---
25.10	If<br> two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy<br> of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:
(a)	to<br> the registered address of the Joint Holder of the Share who is named first on the Register of Members or to the registered address<br> of the deceased or bankrupt holder, as the case may be; or
---	---
(b)	to<br> the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic<br> Record.

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| --- | | 25.11 | Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share. | | --- | --- |

Dividendsor other moneys not to bear interest in absence of special rights

25.12	Unless<br> provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear<br> interest.

Dividendsunable to be paid or unclaimed

25.13	If<br> a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the directors may pay<br> it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted<br> trustee in respect of that account and the dividend shall remain a debt due to the Member.
25.14	A<br> dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease<br> to remain owing by, the Company.
26	Capitalisation of profits
---	---

Capitalisationof profits or of any share premium account or capital redemption reserve

26.1	The<br> directors may resolve to capitalise:
(a)	any<br> part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available<br> for distribution); or
---	---
(b)	any<br> sum standing to the credit of the Company’s share premium account or capital redemption reserve, if any.

The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:

(a)	by<br> paying up the amounts unpaid on that Member’s Shares;
(b)	by<br> issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that Member directs. The directors<br> may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend only to the<br> extent that the Original Shares rank for dividend while those Original Shares remain partly paid.

Applyingan amount for the benefit of members

26.2	The<br> amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to<br> dividends if the amount capitalised had been distributed as a dividend.
26.3	Subject<br> to the Law, if a fraction of a Share, a debenture, or other security is allocated to a Member, the directors may issue a fractional<br> certificate to that Member or pay him the cash equivalent of the fraction.

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Directorsto maintain share premium account

27.1	The<br> directors shall establish a share premium account in accordance with the Law. They shall carry to the credit of that account from<br> time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such<br> other amounts required by the Law.

Debitsto share premium account

27.2	The<br> following amounts shall be debited to any share premium account:
(a)	on<br> the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price;<br> and
---	---
(b)	any<br> other amount paid out of a share premium account as permitted by the Law.
27.3	Notwithstanding<br> the preceding Article, on the redemption or purchase of a Share, the directors may pay the difference between the nominal value of<br> that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Law, out of capital.
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28	Seal
---	---

Companyseal

28.1	The<br> Company may have a seal if the directors so determine.

Duplicateseal

28.2	Subject<br> to the provisions of the Law, the Company may also have a duplicate seal or seals for use in any place or places outside the Cayman<br> Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the directors so determine, a<br> duplicate seal shall have added on its face the name of the place where it is to be used.

Whenand how seal is to be used

28.3	A<br> seal may only be used by the authority of the directors. Unless the directors otherwise determine, a document to which a seal is<br> affixed must be signed in one of the following ways:
(a)	by<br> a director (or his alternate) and the Secretary; or
---	---
(b)	by<br> a single director (or his alternate).

Ifno seal is adopted or used

28.4	If<br> the directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:
(a)	by<br> a director (or his alternate) or any Officer to which authority has been delegated by resolution duly adopted by the directors; or
---	---
(b)	by<br> a single director (or his alternate); or

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| --- | | (c) | in any other manner permitted by the Law. | | --- | --- |

Powerto allow non-manual signatures and facsimile printing of seal

28.5	The<br> directors may determine that either or both of the following applies:
(a)	that<br> the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction;
---	---
(b)	that<br> a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.

Validityof execution

28.6	If<br> a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at<br> the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal<br> for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.
29	Indemnity
---	---

Indemnity

29.1	To<br> the extent permitted by Applicable Law, the Company shall indemnify each existing or former Secretary, director (including alternate<br> director), and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal<br> representatives against:
(a)	all<br> actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Secretary<br> or Officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or<br> former Secretary’s or Officer’s duties, powers, authorities or discretions; and
---	---
(b)	without<br> limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Secretary or Officer in<br> defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened,<br> pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

No such existing or former Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud, wilful default or wilful neglect.

29.2

To the extent permitted by Applicable Law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Secretary or Officer of the Company in respect of any matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary or that Officer for those legal costs.

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Release

29.3

To the extent permitted by Applicable Law, the Company may by Special Resolution release any existing or former director (including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own actual fraud, wilful default or wilful neglect.

Insurance

29.4	To<br> the extent permitted by Applicable Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of<br> the following persons against risks determined by the directors, other than liability arising out of that person’s own dishonesty:
(a)	an<br> existing or former director (including alternate director), Secretary or Officer or auditor of:
---	---
(i)	the<br> Company;
---	---
(ii)	a<br> company which is or was a subsidiary of the Company;
(iii)	a<br> company in which the Company has or had an interest (whether direct or indirect); and
(b)	a<br> trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or<br> was interested.
---	---
30	Notices
---	---

Formof notices

30.1	Save<br> where these Articles provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be:
(a)	in<br> writing signed by or on behalf of the giver in the manner set out below for written notices; or
---	---
(b)	subject<br> to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance<br> with Articles about authentication of Electronic Records; or
(c)	where<br> these Articles expressly permit, by the Company by means of a website.

Electroniccommunications

30.2	Without<br> limitation to Articles 16.2 to 16.5 inclusive (relating to the appointment and removal by directors of alternate directors) and to<br> Articles 18.8 to 18.10 inclusive (relating to the appointment by directors of proxies), a notice may only be given to the Company<br> in an Electronic Record if:
(a)	the<br> directors so resolve;
---	---

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| --- | | (b) | the resolution states how an Electronic Record may be given and, if applicable, specifies an email address for the Company; and | | --- | --- | | (c) | the terms of that resolution are notified to the Members for the time being and, if applicable, to those directors who were absent from the meeting at which the resolution was passed. |

If the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.

30.3	A<br> notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an<br> Electronic address to which notice may be sent.

Personsauthorised to give notices

30.4	A<br> notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director<br> or company secretary of the Company or a Member.

Deliveryof written notices

30.5	Save<br> where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate)<br> the Member’s or director’s registered address or the Company’s registered office, or posted to that registered<br> address or registered office.

Jointholders

30.6	Where<br> Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the Register of Members.

Signatures

30.7	A<br> written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its<br> execution or adoption by the giver.
30.8	An<br> Electronic Record may be signed by an Electronic Signature.

Evidenceof transmission

30.9	A<br> notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of<br> the transmission, and if no notification of failure to transmit is received by the giver.
30.10	A<br> notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly<br> addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.

Givingnotice to a deceased or bankrupt Member

30.11

A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

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| --- | | 30.12 | Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred. | | --- | --- |

Dateof giving notices

30.13	A<br> notice is given on the date identified in the following table.
Method for giving notices	When taken to be given
---	---
Personally	At<br> the time and date of delivery
By<br> leaving it at the member’s registered address	At<br> the time and date it was left
If<br> the recipient has an address within the Cayman Islands, by posting it by prepaid post to the street or postal address of that recipient	48<br> hours after it was posted
If<br> the recipient has an address outside the Cayman Islands, by posting it by prepaid airmail to the street or postal address of that<br> recipient	3<br> Clear Days after posting
By<br> Electronic Record (other than publication on a website), to recipient’s Electronic address	Within<br> 24 hours after it was sent
By<br> publication on a website	See<br> the Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website

Savingprovision

30.14	None<br> of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of directors and written<br> resolutions of Members.
31	Authentication of Electronic Records
---	---

Applicationof Articles

31.1	Without<br> limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is<br> sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be<br> authentic if either Article 31.2 or Article 31.4 applies.

Authenticationof documents sent by Members by Electronic means

31.2	An<br> Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members<br> shall be deemed to be authentic if the following conditions are satisfied:
(a)	the<br> Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several<br> documents in like form signed by one or more of those Members; and
---	---

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| --- | | (b) | the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and | | --- | --- | | (c) | Article 31.7 does not apply. | | 31.3 | For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 31.7 applies. | | --- | --- |

Authenticationof document sent by the Secretary or Officers of the Company by Electronic means

31.4	An<br> Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers<br> of the Company shall be deemed to be authentic if the following conditions are satisfied:
(a)	the<br> Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document<br> includes several documents in like form signed by the Secretary or one or more of those Officers; and
---	---
(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer<br> to an address specified in accordance with these Articles for the purpose for which it was sent; and
(c)	Article<br> 31.7 does not apply.

This Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

31.5	For<br> example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is<br> attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the<br> written resolution of that director unless Article 31.7 applies.

Mannerof signing

31.6	For<br> the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed<br> manually or in any other manner permitted by these Articles.

Savingprovision

31.7	A<br> notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:
(a)	believes<br> that the signature of the signatory has been altered after the signatory had signed the original document; or
---	---

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| --- | | (b) | believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or | | --- | --- | | (c) | otherwise doubts the authenticity of the Electronic Record of the document |

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

32	Transfer by way of continuation
32.1	The<br> Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside:
---	---
(a)	the<br> Cayman Islands; or
---	---
(b)	such<br> other jurisdiction in which it is, for the time being, incorporated, registered or existing.
32.2	To<br> give effect to any resolution made pursuant to the preceding Article, the directors may cause the following:
---	---
(a)	an<br> application be made to the Registrar of Companies to deregister the Company in the Cayman Islands or in the other jurisdiction in<br> which it is for the time being incorporated, registered or existing; and
---	---
(b)	all<br> such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.
33	Winding up
---	---

Distributionof assets in specie

33.1	If<br> the Company is wound up, the Members may, subject to these Articles and any other sanction required by the Law, pass a Special Resolution<br> allowing the liquidator to do either or both of the following:
(a)	to<br> divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets<br> and to determine how the division shall be carried out as between the Members or different classes of Members;
---	---
(b)	to<br> vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up.

Noobligation to accept liability

33.2	No<br> Member shall be compelled to accept any assets if an obligation attaches to them.

Thedirectors are authorised to present a winding up petition

33.3	The<br> directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on<br> behalf of the Company without the sanction of a resolution passed at a general meeting.

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Powerto change name or amend Memorandum

34.1	Subject<br> to the Law and Article 34.2, the Company may, by Special Resolution:
(a)	change<br> its name; or
---	---
(b)	change<br> the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum.

Powerto amend these Articles

34.2	Subject<br> to the Law and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part save<br> that no amendment may be made to the Memorandum or Articles to amend:
(a)	Article<br> 36 prior to the Business Combination unless the holders of the Public Shares are provided with the opportunity to redeem their Public<br> Shares upon the approval of any such amendment in the manner and for the price as set out in Article 36.11; or
---	---
(b)	this<br> Article 34.2 during the Target Business Acquisition Period.
35	Mergers and Consolidations
---	---

The Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Law) upon such terms as the directors may determine and (to the extent required by the Law) with the approval of a Special Resolution.

36	Business Combination
36.1	Articles<br> 36.1 to 36.11 shall terminate upon consummation of any Business Combination.
---	---
36.2	In<br> the event that the Company does not consummate its initial Business Combination by February 5, 2023 (the “Deadline”),<br> the Company may, but is not obliged to, extend the period of time to consummate the Business Combination for a further twelve (12)<br> months (the “Extension”) to February 5, 2024 (the “Extended Date”), provided<br> that if the Company exercises the Extension. In the event that the Company does not consummate a Business Combination by the Extended<br> Date, such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of<br> the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than ten (10) Business Days thereafter<br> to redeem the Public Shares or distribute the Trust Account to the holders of Public Shares, on a pro rata basis, in cash at a per-share<br> amount equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for<br> the purpose of making such distribution and any subsequent winding up of the Company’s affairs. In the event of an Automatic<br> Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust<br> Account with respect to their Public Shares.
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| --- | | 36.3 | Unless a shareholder vote is required by law or the rules of the Designated Stock Exchange, or, at the sole discretion of the directors, the directors determine to hold a shareholder vote for business or other reasons, the Company may enter into a Business Combination without submitting such Business Combination to its Members for approval. | | --- | --- | | 36.4 | Although not required, in the event that a shareholder vote is held, and a majority of the votes of the Shares entitled to vote thereon which were present at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Company shall be authorised to consummate the Business Combination. |

36.5

(a)

In the event that a Business Combination is consummated by the Company other than in connection with a shareholder vote under Article 36.4, the Company will, subject to as provided below, offer to redeem the Public Shares for cash in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act and subject to any limitations (including but not limited to cash requirements) set forth in the definitive transaction agreements related to the initial Business Combination (the Tender Redemption Offer), provided however that the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the directors or officers of the Company pursuant to such Tender Redemption Offer, whether or not such holders accept such Tender Redemption Offer. The Company will file tender offer documents with the SEC prior to consummating the Business Combination which contain substantially the same financial and other information about the Business Combination and the redemption rights as would be required in a proxy solicitation pursuant to Regulation 14A of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer will remain open for a minimum of 20 Business Days and the Company will not be permitted to consummate its Business Combination until the expiry of such period. If in the event a Member holding Public Shares accepts the Tender Redemption Offer and the Company has not otherwise withdrawn the tender offer, the Company shall, promptly after the consummation of the Business Combination, pay such redeeming Member, on a pro rata basis, cash equal to the applicable Per-Share Redemption Price.

(b)

In the event that a Business Combination is consummated by the Company in connection with a shareholder vote held pursuant to Article 36.4 in accordance with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (the Redemption Offer), the Company will, subject as provided below, offer to redeem the Public Shares, other than those Shares held by the Initial Shareholders or their affiliates or the directors or officers of the Company, regardless of whether such shares are voted for or against the Business Combination, for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price, provided however that: (i) the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the directors or officers of the Company pursuant to such Redemption Offer, whether or not such holders accept such Redemption Offer; and (ii) any other redeeming Member who either individually or together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as such term is defined under Section 13 of the Exchange Act) shall not be permitted to redeem, without the consent of the directors, more than fifteen percent (15%) of the total Public Shares sold in the IPO.

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| --- | | (c) | The Company shall only consummate the Tender Redemption Offer or the Redemption Offer under Article 36.5(a) or 36.5(b) or an Amendment Redemption Event under Article 36.11 if: | | --- | --- | | (i) | following such redemptions, the Company would have net tangible assets of at least US$5,000,001 immediately prior to or upon consummation of a Business Combination after payment of underwriting fees and commissions; or | | --- | --- | | (ii) | the Company’s securities issued in the IPO (as described in Article 2.4) qualify, are registered or are approved for listing or registration upon notice of issuance on a Designated Stock Exchange, as required under SEC Rule 3a51-1, in order to avoid being deemed a penny stock under such rule. | | 36.6 | A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an Automatic Redemption Event, an Amendment Redemption Event or in the event he accepts a Tender Redemption Offer or a Redemption Offer where the Business Combination is consummated. In no other circumstances shall a holder of Public Shares have any right or interest of any kind in or to the Trust Account. | | --- | --- | | 36.7 | Prior to a Business Combination, the Company will not issue any securities (other than Public Shares) that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any Business Combination. | | 36.8 | The Business Combination must be approved by a majority of the Independent Directors. In the event the Company enters into a Business Combination with a company that is affiliated with the Sponsor or any of the directors or officers of the Company, the Company will obtain an opinion from an independent investment banking firm or independent accounting firm that such a Business Combination is fair to the holders of the Public Shares from a financial point of view. | | 36.9 | The Company will not effectuate a Business Combination with another “blank cheque” company or a similar company with nominal operations. |

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| --- | | 36.10 | Immediately after the Company’s IPO, that amount of the proceeds received by the Company in or in connection with the IPO (including proceeds of any exercise of the underwriter’s over-allotment option and any proceeds from the simultaneous private placement of like units comprising like securities to those included in the IPO by the Company) as is described in the Company’s registration statement on Form S-1 filed with the SEC (the Registration Statement) at the time it goes effective as shall be deposited in the Trust Account shall be so deposited and thereafter held in the Trust Account until released in the event of a Business Combination or otherwise in accordance with this Article 36. Neither the Company nor any officer, director or employee of the Company will disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption Event or in payment of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance with this Article 36, in each case in accordance with the trust agreement governing the Trust Account; provided that interest earned on the Trust Account (as described in the Registration Statement) may be released from time to time to the Company to pay the Company’s tax obligations and up to US$50,000 of such interest may also be released from the Trust Account to pay any liquidation expenses of the Company if applicable. | | --- | --- | | 36.11 | In the event the directors of the Company propose any amendment to Article 36 or to any of the other rights of the Shares as set out at Article 2.5 prior to, but not for the purposes of approving or in conjunction with the consummation of, a Business Combination that would affect the substance or timing of the Company’s obligations as described in this Article 36 to pay or to offer to pay the Per-Share Redemption Price to any holder of the Public Shares (an Amendment) and such Amendment is duly approved by a Special Resolution of the Members (an Approved Amendment), the Company will offer to redeem the Public Shares of any Member for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price (an Amendment Redemption Event), provided however that the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the directors or officers of the Company pursuant to such offer, whether or not such holders accept such offer. | | 37 | Certain Tax Filings | | --- | --- | | 37.1 | Each Tax Filing Authorised Person and any such other person, acting alone, as any director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any director or officer of the Company. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles. | | --- | --- |

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---
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38.1	In<br> recognition and anticipation of the facts that: (a) directors, managers, officers, members, partners, managing members, employees<br> and/or agents of one or more members of the Sponsor Group (each of the foregoing, a Sponsor Group Related Person) may serve<br> as directors and/or officers of the Company; and (b) the Sponsor Group engages, and may continue to engage in the same or similar<br> activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities<br> that overlap with or compete with those in which the Company, directly or indirectly, may engage, the provisions under this heading<br> “Business Opportunities” are set forth to regulate and define the conduct of certain affairs of the Company as they may<br> involve the Members and the Sponsor Group Related Persons, and the powers, rights, duties and liabilities of the Company and its<br> officers, directors and Members in connection therewith.
---	---
38.2	To<br> the fullest extent permitted by Applicable Law, the Sponsor Group and the Sponsor Group Related Persons shall have no duty, except<br> and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business<br> activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest<br> or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which<br> may be a corporate opportunity for either the Sponsor Group or the Sponsor Group Related Persons, on the one hand, and the Company,<br> on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, the Sponsor<br> Group and the Sponsor Group Related Persons shall have no duty to communicate or offer any such corporate opportunity to the Company<br> and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, director and/or officer of the<br> Company solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself,<br> directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to<br> the Company, unless such opportunity is expressly offered to such Sponsor Group Related Person solely in their capacity as an Officer<br> or director of the Company and the opportunity is one the Company is permitted to complete on a reasonable basis.
38.3	Except<br> as provided elsewhere in the Articles, the Company hereby renounces any interest or expectancy of the Company in, or in being offered<br> an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and<br> the Sponsor Group, about which a director and/or officer of the Company who is also an Sponsor Group Related Person acquires knowledge.
38.4	To<br> the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article<br> to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law,<br> any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable<br> Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.

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EXHIBIT4.2

Description of Securities

METAL SKY STAR ACQUISITION CORPORATION

The following summary of the securities of Metal Sky Star Acquisition Corporation is qualified and based on the company’s Amended and Restated Memorandum and Articles of Association dated as of March 30, 2022 and the Warrant Agreement dated as of March 31, 2022 with Vstock Transfer LLC, both of which have been filed as exhibits to the is Form 10-K or have been incorporated by reference.

Pursuant to our amended and restated memorandum and articles of association which was adopted upon the consummation of this offering, we are authorized to issue 50,000,000 ordinary shares, $0.001 par value each.

The registration statement for our initial public offering was declared effective by the Securities and Exchange Commission on March 31, 2022. We completed our initial public offering on April 5, 2022. In our initial public offering, we sold units at an offering price of $10.00 and consisting of one ordinary share, one right to receive one tenth (1/10) of ordinary share upon the consumption of the initial business combination, and one redeemable warrant. Each warrant entitles the holder thereof to purchase one-half of one ordinary share. We will not issue fractional shares in connection with the exercise of the warrants. As a result, a warrant holder must exercise warrants in multiples of two warrants, at a price of $11.50 per full share, subject to adjustment as described in our prospectus dated as of March 31, 2022 as filed with the Securities and Exchange Commission on April 4, 2022. Each warrant will become exercisable on the later of the completion of an initial business combination and 12 months from March 31, 2022 and will expire five years after the completion of an initial business combination, or earlier upon redemption.

Market Information

Our units, ordinary shares and warrants are listed for trading on the NASDAQ Global Market, or NASDAQ, under the symbol “MSSAU,” “MSSA,” “MSSAR” and “MSSAW”, respectively.

Units

We have issued and outstanding an aggregate of 11,500,000 units. The trading symbol for the units is MSSAU. Units at an offering price of $10.00 and consisting of one ordinary share and one redeemable warrant to purchase one-half of one ordinary share. The holders of units have no voting rights.

OrdinaryShares

As of December 22, 2022, there are 14,675,000 ordinary shares issued and outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law. Unless specified in the Companies Law, our amended and restated memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the founder shares voted for the election of directors can elect all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the Board of Directors out of funds legally available therefor.

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 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. The amount in the trust account is initially anticipated to be approximately $10.00 per public share (subject to increase of up to an additional $0.40 per public share in the event that our sponsor elects to extend the period of time to consummate a business combination.

Pursuant to our amended and restated memorandum and articles of association, if we are unable to complete our initial business combination within 9 months from the closing of this offering (or up to 22 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, after amended and restated memo and article), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and less up to $50,000 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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Warrants

Each warrant entitles the registered holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 9 months from the date of this prospectus or the completion of our initial business combination. Because the warrants may only be exercised for whole numbers of shares, only an even number of warrants may be exercised at any given time. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrantholder. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

Once the warrants become exercisable, we may call the warrants for redemption:

●	in<br> whole and not in part;
●	at<br> a price of $0.01 per warrant;
●	upon<br> not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;<br> and
●	if,<br> and only if, the reported last sale price of the ordinary shares equal or exceed $18 per share (as adjusted for share splits, share<br> capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within<br> a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.

If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of ordinary shares issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their 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 excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

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Rights

Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of our initial business combination, even if the holder of such right redeemed all ordinary shares held by him, her or it in connection with the initial business combination or an amendment to our memorandum and articles of association with respect to our pre-business combination activities. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional ordinary shares upon consummation of an initial business combination as the consideration related thereto has been included in the unit purchase price paid for by public investors. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).

If we enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary share will receive in the transaction on an as-converted into ordinary share basis, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the business combination. More specifically, the right holder will be required to indicate his, her or its election to convert the rights into underlying shares as well as to return the original rights certificates to us.

If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from our assets held outside of the trust account with respect to such rights, and the rights will expire worthless.

As soon as practicable upon the consummation of our initial business combination, we will direct registered holders of the rights to return their rights to our rights agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such right(s) the number of full ordinary shares to which he, she or it is entitled. We will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation of such business combination and have been informed by the rights agent that the process of exchanging their rights for ordinary shares should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature and is not intended to provide us with any means of avoiding our obligation to issue the shares underlying the rights upon consummation of our initial business combination. Other than confirming that the rights delivered by a registered holder are valid, we will have no ability to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial business combination. Additionally, in no event will we be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Although a company incorporated in the Cayman Islands may issue fractional shares, it is not our intention to issue any fractional shares upon conversions of the rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its rights, we will reserve the option, to the fullest extent permitted by the Memorandum and Articles of Association, the Act and other applicable law, to deal with any such fractional entitlement at the relevant time as we see fit, which would include the rounding down of any entitlement to receive ordinary shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant rights, such that value received on exchange of the rights may be considered less than the value that the holder would otherwise expect to receive. All holders of rights shall be treated in the same manner with respect to the issuance of shares upon conversions of the rights.

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EXHIBIT21

LIST OF SUBSIDIAIRIES OF METAL SKY STAR ACQUISITION CORPORATION

None

EXHIBIT31.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

PURSUANTTO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Wenxi He, certify that:

1. I have reviewed this Amendment No.1 to FORM 10-K/A of Metal Sky Star Acquisition Corporation for the year ended December 31, 2022;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 26, 2024

/s/ Wenxi He
Wenxi<br> He
Chief<br> Executive Officer
(Principal<br> Executive Officer)

EXHIBIT31.2

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

PURSUANTTO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Wenxi He, certify that:

1. I have reviewed this annual report on Amendment No.1 to FORM 10-K/A of Metal Sky Star Acquisition Corporation for the year ended December 31, 2022;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 26, 2024

/s/ Wenxi He
Wenxi<br> He
Chief<br> Financial Officer
(Principal<br> Financial and Accounting Officer)

EXHIBIT32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No.1 to FORM 10-K/A of Metal Sky Star Acquisition Corporation (the “Company”) for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Dated: July 26, 2024

/s/ Wenxi He
Wenxi<br> He
Chief<br> Executive Officer
(Principal<br> Executive Officer)

EXHIBIT32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Dated: July 26, 2024

/s/ Wenxi He
Wenxi<br> He
Chief<br> Financial Officer
(Principal<br> Financial and Accounting Officer)