UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the 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 name of registrant as specified in its charter)
Cayman Islands	N/A00-0000000
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(State or other jurisdiction of<br> incorporation or organization)	(I.R.S. Employer<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 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, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right	MSSAU	The Nasdaq Stock Market LLC
Ordinary Shares, $0.001 par value	MSSA	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share	MSSAW	The Nasdaq Stock Market LLC
Rights<br> to receive one-tenth (1/10^th^) of one Ordinary Share	MSSAR	The 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 filer	☒
Large accelerated filer	☐	Smaller reporting company	☒
Accelerated filer	☐	Emerging 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 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.

	PAGE
PART I	1
Item 1. Business	1
Item 1A. Risk Factors	9
Item 1B. Unresolved Staff Comments	40
Item 2. Properties	41
Item 3. Legal Proceedings	41
Item 4. Mine Safety Disclosure	41
PART II	42
Item 5. Market for the Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities	42
Item 6. Reserved	43
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	46
Item 8. Financial Statements and Supplementary Data	46
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	46
Item 9A. Controls and Procedures	47
Item 9B. Other Information	47
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	47
PART III	48
Item 10. Directors and Executive Officers of the Registrant	48
Item 11. Executive Compensation	50
Item 12. Security Ownership of Certain Beneficial Owners and Management	50
Item 13. Certain Relationships and Related Transactions	52
Item 14. Principal Accountant Fees and Services	53
PART IV	F-1
Item 15. Exhibits and Financial Statement Schedules	F-1
Item 16. Form 10-K Summary	54

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 to complete our initial business combination;
●	success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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●	officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;
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●	potential ability to obtain additional financing to complete a business combination;
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●	pool of prospective target businesses;
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●	ability of our officers and directors to generate a number of potential investment opportunities;
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●	potential change in control if we acquire one or more target businesses for shares or other forms of equity;
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●	public securities’ potential liquidity and trading;
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●	the lack of a market for our securities;
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●	expectations regarding the time during which we will be an “emerging growth company” under the JOBS Act;
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●	use 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 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.

ii

PART I

Item 1. BUSINESS

Company Profile

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, which excludes the amount of $116,673,481 for marketable securities held in the trust account within current assets, and the amount of $2,875,000 for deferred underwriting commissions within current liabilities.

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.

Acquisition Strategy and Management Business Combination Experience

Our efforts in identifying prospective target businesses will not be limited to a particular geographic region. However, we shall not consider or undertake a business combination with an entity or business with its principal or a majority of its business operations (either directly or through any subsidiaries) in the People’s Republic of China (including Hong Kong and Macau). 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.

Investment Criteria

Our management team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. 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 $300,000,000 and $600,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations) or a company with negative cash flow.
●	Strong Management Teams with a Proven Track Record: We intend to seek candidates who have strong management teams with a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner with potential target’s management team and expect that the operating and financial abilities of our management and board will help 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 revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense 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 to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash 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.

Sourcing of 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.

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.

Initial Business 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.

Summary Information 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 whole and not in part;
●	at a price of $0.01 per warrant;
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●	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and
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●	if, and only if, the reported last sale price of the 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 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.

Corporate Information

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.

Item 1A. 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:

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our 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.

COVID-19 and its impact on businesses and financial markets could have a material adverse effect on our search for a business combination and any target business with which we ultimately consummate a business combination.

The COVID-19 coronavirus pandemic has resulted in a widespread health crisis that has adversely impacted the economies and financial markets worldwide, business operations and the conduct of commerce generally. There is no way of being certain how long these adverse impacts will last. The coronavirus, or other disease outbreaks, could have a material adverse effect on the business of any potential target business with which we consummate a business combination. Furthermore, we may be unable to complete a business combination if concerns relating to the coronavirus pandemic continue to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which the coronavirus pandemic impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the coronavirus pandemic and the actions to contain it or treat its impact, among others. If the disruptions posed by the coronavirus or other matters of global concern continue for an extensive period of time, it could have a material adverse effect on our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination.

In addition, our ability to consummate a business combination may be dependent on the ability to raise equity and debt financing and the coronavirus pandemic and other related events could have a material adverse effect on our ability to raise adequate financing, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Adverse developments affecting the financialservices industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactionalcounterparties, 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.

The occurrence of natural disasters may adversely affect our business, financial condition and results of operations following our business combination.

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 in the future may restrict or eliminate our ability to complete a business combination with certain companies.

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.

Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial 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.

If we seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such 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.

Shareholders’ only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right 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.

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination 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.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the 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.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that 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.

The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that 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.

We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $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.

Our sponsor may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations except 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.

If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the 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.

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails 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.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, 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.

NASDAQ may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and 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 limited availability of market quotations for our securities;
●	reduced liquidity for our securities;
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●	a determination that our ordinary shares is a “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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●	a limited amount of news and analyst coverage; and
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●	a 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.

If we 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 public offering, 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.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we 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 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.

If the net proceeds of our initial public offering not being held in the trust account are insufficient 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,), 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.

Our working capital position and the requirement that we consummate an initial business combination within 22 months after the closing of our 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.

If the 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 combination and we will depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination.

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.

Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or 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.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by 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.

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.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the 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 bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors and 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.

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 claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

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.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and 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 on the nature of our investments; and
●	restrictions on the issuance of securities;
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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 as an investment company;
●	adoption of a specific form of corporate structure; and
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●	reporting, 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.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of 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.

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) 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.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of 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.

We may 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.

We are not registering the ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We are not registering the ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement covering such shares and maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, 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.

Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. We will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the ordinary shares included in the units. 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.

The grant of registration rights to our sponsor and holders of our private placement units may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares.

Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in our initial public offering, our sponsor and its permitted transferees can demand that we register their founder shares. In addition, holders of our private placement units and their permitted transferees can demand that we register the private placement units and their underlying securities, holders of the shares, and the shares underlying the rights and warrants, can demand that we register such securities, and holders of units that may be issued upon conversion of working capital loans, may demand that we register such units and their underlying securities. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ordinary shares that is expected when the ordinary shares owned by our sponsor, holders of our private placement units or holders of our working capital loans or their respective permitted transferees are registered.

Because we 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.

Past performance 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.

We may 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.

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

We may 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.

We are 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 financial point of view.

We may issue additional ordinary or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks.

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

We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes 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.

Resources could be wasted in researching acquisitions that are not completed, 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, or less than such amount in certain circumstances, on the liquidation of our trust account and 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.

We are 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.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact 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.

Our key 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 them to 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.

We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination 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.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business 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.

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business 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.

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

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.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with 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.

Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of 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.

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.

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

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect 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 and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
●	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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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;
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●	our inability to pay dividends on our ordinary shares;
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●	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;
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●	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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●	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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●	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.
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We may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack 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 dependent upon the performance of a single business, property or asset; or
●	dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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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.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our 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.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result 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.

Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate 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.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a 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.

The fact that our sponsor is, is controlled by, and has substantial ties with a non-U.S. person could impact our ability to complete our initial 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.

Investors may 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.

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that 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.

The provisions 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 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, may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion 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.

Certain agreements 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.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, 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.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of a 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.

We may 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.

Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for 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.

Our warrants and founder shares may have an adverse effect on the market price of our ordinary shares and make it more difficult to effectuate our 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.

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

The determination of the offering price of our units and the size of our initial public offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of 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 history and prospects of companies whose principal business is the acquisition of other companies;
●	prior offerings of those companies;
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●	our prospects for acquiring an operating business at attractive values;
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●	a review of debt to equity ratios in leveraged transactions;
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●	our capital structure;
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●	an assessment of our management and their experience in identifying operating companies;
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●	general conditions of the securities markets at the time of our initial public offering; and
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●	other 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.

Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial 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.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our 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.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial 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.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect 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.

Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might 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.

After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their 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.

Risks Associated with Acquiring and Operating a Business Outside of the United States

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

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.

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

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.

Because of the costs and difficulties inherent in managing cross-border business operations after we acquire it, our results of operations may be 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.

Many countries, and especially those in emerging markets, have difficult and unpredictable legal systems and underdeveloped laws and regulations that 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.

After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, 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.

Exchange rate 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.

Because foreign law could govern almost all of our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere, 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.

Corporate governance standards in foreign countries may not be as strict or developed as in the United States and such weakness may hide issues and 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.

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.

A slowdown 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.

Regional hostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war may result in a loss of investor confidence 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.

Any downgrade of credit ratings of the country in which the company we acquire does business may adversely affect our ability to raise debt financing 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.

Returns on 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.

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 ability to complete our initial business combination;
●	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;
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●	our potential ability to obtain additional financing to complete our initial business combination;
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●	our pool of prospective target businesses;
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●	the ability of our officers and directors to generate a number of potential acquisition opportunities;
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●	our public securities’ potential liquidity and trading;
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●	the lack of a market for our securities;
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●	the use 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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●	our financial performance following our initial public offering.
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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.

Item 1B. Unresolved Staff Comments

None

Item 2. 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.

Item 3. 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.

Item 4. Mine Safety Disclosures

Not Applicable

PART II

ITEM 5. 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.

Shareholders of 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.

Recent Sales of Unregistered Securities

None

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Use of Proceeds

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 used in operating activities was $178,652. At December 31, 2022, the Company had working capital of $71,597, which excludes the amount of $116,673,481 for marketable securities held in the trust account in current assets, and the amount of $2,875,000 for deferred underwriting commissions in current liabilities.

ITEM 6. RESERVED

Not applicable.

ITEM 7. 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.

Results of 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.

Liquidity and 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-Balance Sheet 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.

Contractual Obligations

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.

Critical Accounting 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.

Ordinary Shares 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.

Net Loss 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.

Offering Costs 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.

Recent Accounting 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.

Item 7A. 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.

Item 8. Financial Statements and Supplementary Data

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

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2022, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived financially literate and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report 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.

Changes in Internal Control over Financial Reporting

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.

Item 9B. Other Information

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

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our current directors and executive officers are as follows:

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

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.

Director Independence

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.

Committees of 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.

Item 11. 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.

Item 12. 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 person known by us to be the beneficial owner of more than 5% of our outstanding shares of ordinary shares;
●	each of our officers and directors; and
---	---
●	all 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.

Name and Address of Beneficial Owner^(1)^	Amount and Nature of Beneficial Ownership^(3)^
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 than one percent.
---	---
(1)	Unless otherwise indicated, the business address of each of the individuals is 132 West 31st Street, 9^th^ Floor, New York, NY 10001.
---	---
(2)	Represents 2,875,000 founder ordinary shares and 330,000 private placement ordinary shares held by M-Star Management Corporation, our sponsor. Mr. Man Chak Leung, our Chief Executive Officer, is the sole director of our sponsor, have voting and dispositive power of the ordinary shares. The address for our sponsor is Craigmuir Chambers, PO Box 71, Road Town, Tortola, VG 1110 British Virgin Islands.
---	---
(3)	Based upon 8,819,676 ordinary shares outstanding. Includes the 330,000 private placement units (and the component parts) purchased by our sponsor simultaneously with the consummation of our initial public offering.
---	---
(4)	Such individual does not beneficially own any of our ordinary shares. However, such individual has a pecuniary interest in our ordinary shares through his ownership of shares of our sponsor.
---	---
(5)	Based on information contained in a Schedule 13G filed on April 11, 2022.
---	---
(6)	Based on information contained in the Schedule 13G/A file on February 14, 2023 by Saba Capital Management, L.P., Boaz R. Weinstein and Saba Capital Management GP, 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 in the Schedule 13G filed on February 14, 2023.
(8)	Based on information contained in the Schedule 13G/A filed on February 14, 2023.
(9)	Based on information contained 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.

Section 16(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,

Item 13. Certain Relationships, and Related Transactions and Director Independence

Certain Relationships 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.

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.

Director Independence

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.

Item 14. 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.

Audit Fees. 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-Related Fees. 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.

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

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

Pre-Approval Policy

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).

PART IV

Item 15. Exhibits, Financial Statement Schedules**

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

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on 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, changes in shareholders’ equity (deficit), and cash flows for the year ended December 31, 2022 and for the period from May 05, 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 05, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continueas a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company’s realization of its business plan is dependent upon its ability to complete a business combination on or before February 5, 2024, which is less than one year from the issuance date of the financial statements. If a business combination is not consummated by this date or an extension not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for 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

F-2

Metal Sky Star Acquisition Corporation Balance Sheets

		****	As of December 31,		****
		****	2021		****
Assets
Current assets:
Cash in escrow	178,652		$	95,978
Prepaid expense	39,683			-
Marketable securities held in trust account	116,673,481			-
Deferred offering costs	-			236,522
Total current assets	116,891,816			332,500
Total assets	116,891,816		$	332,500
Liabilities and shareholders’ equity (deficit)
Current liabilities:
Accrued expenses	146,738		$	800
Accrued offering costs	-			31,550
Promissory note – related party	-			300,000
Deferred underwriting commissions	2,875,000			-
Total current liabilities	3,021,738			332,350
Total liabilities	3,021,738			332,350
Commitments and contingencies (Note 6)
Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value	116,673,481			-
Shareholders’ equity (deficit):
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’ equity (deficit)	(2,803,403	)		150
Total liabilities and shareholders’ equity	116,891,816		$	332,500

All values are in US Dollars.

The accompanying notes are an integral part of the financial statements.

F-3

Metal Sky Star Acquisition Corporation Statements of Operations

****	For the year ended December 31, 2022		****	For the period ended from May 5, 2021 (inception) to 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 (benefit) 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 share	$	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 share	$	(1.65	)	$	(0.01	)
(1)	Excludes 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 underwriters. See Note 5.
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The accompanying notes are an integral part of the financial statements.

F-4

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

																	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)		-		$	-			-	$	-	$	-		$	-		$	-
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	)
Balance at December 31, 2021		2,875,000		$	2,875			-		-	$	22,125		$	(24,850	)	$	150
(1)	Includes 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 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 year ended December 31, 2022		****	For the period from May 5, 2021 (inception) to 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		$	-
Initial Ordinary share subject to possible redemption	$	101,200,000		$	-
Reclassification of offering costs related to public shares	$	(5,020,172	)	$	-
Change in 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

Note 1 – Description of Organization and Business Operations

Organization and 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.

The Trust 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 0 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, which excludes $116,673,481 and nil 0 of marketable securities held in the trust account and the liability for deferred underwriting commissions of $2,875,000 and nil0, 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.

Going Concern and Management Liquidity Plan

As of December 31, 2022, the Company had $178,652 in cash and working capital of $71,597, which excludes $116,673,481 of marketable securities held in the trust account and the liability for deferred underwriting commissions of $2,875,000.

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.

Note 2 –Summary of Significant Accounting Policies

Basis of 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.

Emerging Growth 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-9

Use of 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.

Cash and 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.

Deferred Offering 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, 2021, 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.

Income Taxes

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-10

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.

Net Income (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 earning per shares
	For the year ended<br> December 31,<br> 2022						For the<br> period ended from<br> May 5, 2021 (inception) to<br> December 31,<br> 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<br> 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	)	$	-

Concentration of 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-11

Fair Value 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.

Recently Issued 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.

Ordinary Shares 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-12

Note 3 – 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 balance sheet are reconciled
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

Note 4 – 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.

Note 5 – Related Party Transactions

Founder Shares

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.

F-13

Administrative Services 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.

Promissory Note — 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-14

Note 6 – Commitments and Contingencies

Risks and 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-15

Registration Rights

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.

Underwriting Agreement

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 0 as current liabilities.

Professional Fees

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 form April 1, 2022. As of December 31, 2022, the Company incurred $45,000 in fees for these services.

Note 7 – Shareholders’ Deficit

Ordinary Shares

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-16

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 warrant 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.

Note 8 – 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 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:	Unobservable 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.

F-17

December 31, 2022

Schedule of Assets Measured at Fair Value on a Recurring basis
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	$	116,673,481	$	-	$	-

December 31, 2021

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

Note 9 – 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 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.

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-18

(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	XBRL Instance Document. *
101.SCH	XBRL Schema Document. *
101.CAL	XBRL Calculation Linkbase Document. *
101.DEF	XBRL Definition Linkbase Document. *
101.LAB	XBRL Label Linkbase Document. *
101.PRE	XBRL Presentation Linkbase Document. *
(1)	Filed as an Exhibit to the Registrant’s Form 8-K as filed with the Commission on April 5, 2022.
---	---
(2)	Filed as an exhibit to the Registrant’s Form S-1 as filed with the Commission on October 14, 2021.
*	Filed herewith.
---	---
**	Furnished herewith.

ITEM 16. Form 10-K Summary

None.

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 March 30, 2023.

METAL SKY STAR ACQUISITION CORPORATION
By:	/s/ Man Chak Leung
	Man Check Leung
	Chief Executive Officer and Director
	(Principal 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 Executive Officer and Director	March 30, 2023
Man Chak Leung	(Principal Executive Officer)
/s/ Wenxi He	Chief Financial Officer	March 30, 2023
Wenxi He	(Principal Financial Officer)
/s/ Konstantin A. Sokolov	Director	March 30, 2023
Konstantin A. Sokolov
/s/ Zining Jiang	Independent Director	March 30, 2023
Zining Jiang
/s/ Xinghua Fan	Independent Director	March 30, 2023
Xinghua Fan
/s/ Zhuo Wang	Independent Director	March 30, 2023
Zhuo Wang

Exhibit3.2

CompaniesAct (Revised)

CompanyLimited by Shares

MetalSky Star Acquisition Corporation

AMENDED& RESTATEDARTICLES of association

Adopted by special resolution passed on 26 January 2023

www.verify.gov.ky File#: 375777

CONTENTS

1	Definitions, interpretation and exclusion of Table A	1
	Definitions	1
	Interpretation	4
	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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6	Calls on Shares and forfeiture	12
---	---	---
	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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10	Redemption and purchase of own Shares	17
---	---	---
	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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13	Voting rights of Members	24
---	---	---
	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
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	Remuneration	32
---	---	---
	Disclosure<br> of information	32
18	Delegation of powers	32
	Power<br> to delegate any of the directors’ powers to a committee	32
	Power<br> to appoint an agent of the Company	33
	Power<br> to appoint an attorney or authorised signatory of the Company	33
	Power<br> to appoint a proxy	33
19	Meetings of directors	34
	Regulation<br> of directors’ meetings	34
	Calling<br> meetings	34
	Notice<br> of meetings	34
	Period<br> of notice	34
	Use<br> of technology	34
	Place<br> of meetings	34
	Quorum	34
	Voting	34
	Validity	34
	Recording<br> of dissent	35
	Written<br> resolutions	35
	Sole<br> director’s minute	35
20	Permissible directors’ interests and disclosure	35
	Permissible<br> interests subject to disclosure	35
	Notification<br> of interests	36
	Voting<br> where a director is interested in a matter	36
21	Minutes	36
22	Accounts and audit	36
	Accounting<br> and other records	36
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	No<br> automatic right of inspection	37
---	---	---
	Sending<br> of accounts and reports	37
	Time<br> of receipt if documents are published on a website	37
	Validity<br> despite accidental error in publication on website	37
	Audit	38
23	Financial year	38
24	Record dates	38
25	Dividends	39
	Declaration<br> of dividends by Members	39
	Payment<br> of interim dividends and declaration of final dividends by directors	39
	Apportionment<br> of dividends	39
	Right<br> of set off	40
	Power<br> to pay other than in cash	40
	How<br> payments may be made	40
	Dividends<br> or other moneys not to bear interest in absence of special rights	41
	Dividends<br> unable to be paid or unclaimed	41
26	Capitalisation of profits	41
	Capitalisation<br> of profits or of any share premium account or capital redemption reserve	41
	Applying<br> an amount for the benefit of members	41
27	Share premium account	42
	Directors<br> to maintain share premium account	42
	Debits<br> to share premium account	42
28	Seal	42
	Company<br> seal	42
	Duplicate<br> seal	42
	When<br> and how seal is to be used	42
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	If<br> no seal is adopted or used	42
---	---	---
	Power<br> to allow non-manual signatures and facsimile printing of seal	43
	Validity<br> of execution	43
29	Indemnity	43
	Indemnity	43
	Release	44
	Insurance	44
30	Notices	44
	Form<br> of notices	44
	Electronic<br> communications	44
	Persons<br> authorised to give notices	45
	Delivery<br> of written notices	45
	Joint<br> holders	45
	Signatures	45
	Evidence<br> of transmission	45
	Giving<br> notice to a deceased or bankrupt Member	45
	Date<br> of giving notices	46
	Saving<br> provision	46
31	Authentication of Electronic Records	46
	Application<br> of Articles	46
	Authentication<br> of documents sent by Members by Electronic means	46
	Authentication<br> of document sent by the Secretary or Officers of the Company by Electronic means	47
	Manner<br> of signing	47
	Saving<br> provision	47
32	Transfer by way of continuation	48
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33	Winding up	48
---	---	---
	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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Companies Act (Revised)

Company Limited by Shares

Amended & Restated Articles of Association

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

Interpretation

1.2	In<br> the interpretation of these Articles, the following provisions apply unless the context otherwise<br> requires:
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(a)	A<br> reference in these Articles to a statute is a reference to a statute of the Cayman Islands<br> 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,<br> 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<br> Day, the act, matter or thing must be done on the next Business Day.
---	---
(d)	A<br> word which denotes the singular also denotes the plural, a word which denotes the plural<br> also denotes the singular, and a reference to any gender also denotes the other genders.
---	---
(e)	A<br> reference to a person includes, as appropriate, a company, trust, partnership, joint venture,<br> association, body corporate or government agency.
---	---
(f)	Where<br> a word or phrase is given a defined meaning another part of speech or grammatical form in<br> respect to that word or phrase has a corresponding meaning.
---	---
(g)	All<br> references to time are to be calculated by reference to time in the place where the Company’s<br> registered office is located.
---	---
(h)	The<br> words written and in writing include all modes of representing or reproducing words in a<br> visible form, but do not include an Electronic Record where the distinction between a document<br> 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<br> without limitation.
---	---

Exclusion of Table A Articles

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

Power to issue Shares and options, with or without special rights

2.1	Subject<br> to the provisions of the Law and these Articles and, where applicable, the rules of the Designated<br> Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights<br> attached to any existing Shares, the directors have general and unconditional authority to<br> allot (with or without confirming rights of renunciation), issue, grant options over or otherwise<br> deal with any unissued Shares of the Company to such persons, at such times and on such terms<br> and conditions as they may decide. No Share may be issued at a discount except in accordance<br> with the provisions of the Law.
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2.2	Without<br> limitation to the preceding Article, the directors may so deal with the unissued Shares of<br> the Company:
---	---
(a)	either<br> at a premium or at par;
---	---
(b)	with<br> or without preferred, deferred or other special rights or restrictions whether in regard<br> 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<br> Company may issue rights, options, warrants or convertible securities or securities of similar<br> nature conferring the right upon the holders thereof to subscribe for, purchase or receive<br> any class of Shares or other securities in the Company at such times and on such terms and<br> conditions as the directors may decide.
2.4	The<br> Company may issue units of securities in the Company, which may be comprised of Shares, rights,<br> options, warrants or convertible securities or securities of similar nature conferring the<br> right upon the holders thereof to subscribe for, purchase or receive any class of Shares<br> or other securities in the Company, on such terms and conditions as the directors may decide.<br> 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<br> to the IPO unless the managing Underwriter determines that an earlier date is acceptable,<br> subject to the Company having filed a current report on Form 8-K containing an audited balance<br> sheet reflecting the Company’s receipt of the gross proceeds of the IPO with the SEC<br> and a press release announcing when such separate trading will begin. Prior to such date,<br> the units can be traded, but the securities comprising such units cannot be traded separately<br> 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<br> resolution of Members;
---	---
(b)	the<br> right to be redeemed on an Automatic Redemption Event in accordance with Article 36.2 or<br> pursuant to either a Tender Redemption Offer or Redemption Offer in accordance with Article<br> 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<br> the surplus assets of the Company on its liquidation provided that in the event that the<br> 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<br> the Company remain following the Company having complied with its applicable obligations<br> to redeem Public Shares and distribute the funds held in the Trust Account in respect of<br> such redemptions pursuant to Article 36, the Public Shares shall not have any right to receive<br> any share of those Residual Assets which are held outside the Trust Account and such Residual<br> Assets shall be distributed (on a pro rata basis) only in respect of those Shares that are<br> not Public Shares.
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Power to 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.

Power to 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<br> 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<br> or brokerage.

Trusts not 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<br> equitable, contingent, future or partial interest in any Share, or (except only as is otherwise<br> provided by the Articles) any other rights in respect of any Share other than an absolute<br> 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<br> Share.
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Power to vary class rights

2.10	If<br> the share capital is divided into different classes of Shares then, unless the terms on which<br> a class of Shares was issued state otherwise, the rights attaching to a class of Shares may<br> 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;<br> or
---	---
(b)	the<br> variation is made with the sanction of a Special Resolution passed at a separate general<br> meeting of the Members holding the issued Shares of that class.
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2.11	For<br> the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles<br> relating to general meetings apply, mutatis mutandis, to every such separate meeting except<br> that:
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(a)	the<br> necessary quorum shall be one or more persons holding, or representing by proxy, not less<br> than one third of the issued Shares of the class; and
---	---
(b)	any<br> Member holding issued Shares of the class, present in person or by proxy or, in the case<br> of a corporate Member, by its duly authorised representative, may demand a poll.
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2.12	Notwithstanding<br> Article 2.10, unless the proposed variation is for the purposes of approving, or in conjunction<br> with, the consummation of a Business Combination, prior to a Business Combination but subject<br> always to the limitations set out in Article 34 in respect of amendments to the Memorandum<br> and Articles, the rights attached to the Shares as specified in Article 2.5 may only, whether<br> or not the Company is being wound up, be varied by a Special Resolution, and any such variation<br> that has to be approved under this Article shall also be subject to compliance with Article<br> 36.11.
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Effect of 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<br> the Member holding Shares of any class shall not be deemed to be varied by the creation or<br> issue of further Shares ranking pari passu with the existing Shares of that class.

Capital contributions without issue of further Shares

2.14	With<br> the consent of a Member, the directors may accept a voluntary contribution to the capital<br> of the Company from that Member without issuing Shares in consideration for that contribution.<br> 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.
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(b)	Unless<br> the Member agrees otherwise:
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(i)	if<br> the Member holds Shares in a single class of Shares - it shall be credited to the share premium<br> 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<br> premium accounts for those classes of Shares (in the proportion that the sum of the issue<br> prices for each class of Shares that the Member holds bears to the total issue prices for<br> all classes of Shares that the Member holds).
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(c)	It<br> shall be subject to the provisions of the Law and these Articles applicable to share premiums.
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No bearer Shares or warrants

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

Treasury Shares

2.16	Shares<br> that the Company purchases, redeems or acquires by way of surrender in accordance with the<br> Law shall be held as Treasury Shares and not treated as cancelled if:
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(a)	the<br> directors so determine prior to the purchase, redemption or surrender of those shares; and
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(b)	the<br> relevant provisions of the Memorandum and Articles and the Law are otherwise complied with.
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Rights attaching 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)<br> of the Company’s assets (including any distribution of assets to members on a winding<br> 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:
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(a)	the<br> Company shall not be treated as a member for any purpose and shall not exercise any right<br> in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
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(b)	a<br> Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company<br> and shall not be counted in determining the total number of issued shares at any given time,<br> whether for the purposes of these Articles or the Law.
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2.19	Nothing<br> in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect<br> of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury<br> Share shall be treated as Treasury Shares.
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2.20	Treasury<br> Shares may be disposed of by the Company in accordance with the Law and otherwise on such<br> terms and conditions as the directors determine.
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3	Register of Members
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3.1	The<br> Company shall maintain or cause to be maintained the Register of Members in accordance with<br> the Law.
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3.2	The<br> directors may determine that the Company shall maintain one or more branch registers of Members<br> 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,<br> and to vary such determination from time to time.
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3.3	The<br> title to Public Shares may be evidenced and transferred in accordance with the laws applicable<br> to the rules and regulations of the Designated Stock Exchange and, for these purposes, the<br> Register of Members may be maintained in accordance with Article 40B of the Law.
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4	Share certificates
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Issue of share certificates

4.1	A<br> Member shall only be entitled to a share certificate if the directors resolve that share<br> certificates shall be issued. Share certificates representing Shares, if any, shall be in<br> such form as the directors may determine. If the directors resolve that share certificates<br> shall be issued, upon being entered in the register of Members as the holder of a Share,<br> the directors may issue to any Member:
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(a)	without<br> payment, to one certificate for all the Shares of each class held by that Member (and, upon<br> transferring a part of the Member’s holding of Shares of any class, to a certificate<br> for the balance of that holding); and
---	---
(b)	upon<br> payment of such reasonable sum as the directors may determine for every certificate after<br> the first, to several certificates each for one or more of that Member’s Shares.
---	---
4.2	Every<br> certificate shall specify the number, class and distinguishing numbers (if any) of the Shares<br> to which it relates and whether they are Fully Paid or partly paid up. A certificate may<br> be executed under seal or executed in such other manner as the directors determine.
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4.3	Every<br> certificate shall bear legends required under the Applicable Laws.
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4.4	The<br> Company shall not be bound to issue more than one certificate for Shares held jointly by<br> several persons and delivery of a certificate for a Share to one joint holder shall be a<br> sufficient delivery to all of them.
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Renewal of 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<br> (if any) as to:
(a)	evidence;
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(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

Nature and scope of lien

5.1	The<br> Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered<br> in the name of a Member (whether solely or jointly with others). The lien is for all moneys<br> 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.
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5.2	At<br> any time the directors may declare any Share to be wholly or partly exempt from the provisions<br> of this Article.
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Company may 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<br> 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<br> consequence of the death or bankruptcy of that Member) demanding payment and stating that<br> 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<br> Articles.
---	---
5.4	The<br> Shares may be sold in such manner as the directors determine.
---	---
5.5	To<br> the maximum extent permitted by Applicable Law, the directors shall incur no personal liability<br> to the Member concerned in respect of the sale.
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Authority to execute instrument of transfer

5.6	To<br> give effect to a sale, the directors may authorise any person to execute an instrument of<br> transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The<br> 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.

Consequences of 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<br> 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.

Application of 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<br> of the sum for which the lien exists as is presently payable. Any residue shall be paid to<br> 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<br> a certificate for the Shares was issued, upon surrender to the Company of that certificate<br> 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

Power to make calls and effect of calls

6.1	Subject<br> to the terms of allotment, the directors may make calls on the Members in respect of any<br> moneys unpaid on their Shares including any premium. The call may provide for payment to<br> be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when<br> and where payment is to be made, each Member shall pay to the Company the amount called on<br> his Shares as required by the notice.
6.2	Before<br> receipt by the Company of any sum due under a call, that call may be revoked in whole or<br> in part and payment of a call may be postponed in whole or in part. Where a call is to be<br> paid in instalments, the Company may revoke the call in respect of all or any remaining instalments<br> in whole or in part and may postpone payment of all or any of the remaining instalments in<br> whole or in part.
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6.3	A<br> Member on whom a call is made shall remain liable for that call notwithstanding the subsequent<br> transfer of the Shares in respect of which the call was made. A person shall not be liable<br> for calls made after such person is no longer registered as Member in respect of those Shares.
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Time when call made

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

Liability of joint holders

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

Interest on unpaid calls

6.6	If<br> a call remains unpaid after it has become due and payable the person from whom it is due<br> and payable shall pay interest on the amount unpaid from the day it became due and payable<br> 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.

Deemed calls

6.7	Any<br> amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise,<br> shall be deemed to be payable as a call. If the amount is not paid when due the provisions<br> of these Articles shall apply as if the amount had become due and payable by virtue of a<br> call.
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Power to 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<br> held by him although no part of that amount has been called up.

Power to 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<br> distinguish between Members in the amounts and times of payment of calls on their Shares.

Notice of default

6.10	If<br> a call remains unpaid after it has become due and payable the directors may give to the person<br> from whom it is due not less than 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<br> made will be liable to be forfeited.
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Forfeiture or surrender of Shares

6.12

If the notice under the preceding Article is not complied with, the directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine that any Share the subject of that notice be accepted by the Company as 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.

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Disposal of 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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Effect of 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<br> of those Shares and that person shall cease 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<br> or surrendered Shares.
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6.16	Despite<br> the forfeiture or surrender of his Shares, that person shall remain liable to the Company<br> for all moneys which at the date of forfeiture or surrender were presently payable by him<br> 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.
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The directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

6.17	A<br> declaration, whether statutory or under oath, made by a director or the Secretary shall be<br> conclusive evidence of the following matters stated in it as against all persons claiming<br> 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.
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Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

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

7.1	Subject<br> to the following Articles about the transfer of Shares, and provided that such transfer complies<br> with applicable rules of the SEC, the Designated Stock Exchange and federal and state securities<br> laws of the United States, a Member may transfer Shares to another person by completing an<br> instrument of transfer in a common form or in a form prescribed by the Designated Stock Exchange<br> or in any other form approved by the directors, executed:
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(a)	where<br> the Shares are Fully Paid, by or on behalf of that Member; and
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(b)	where<br> the Shares are partly paid, by or on behalf of that Member and the transferee.
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7.2	The<br> transferor shall be deemed to remain the holder of a Share until the name of the transferee<br> is entered into the Register of Members.
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Power to refuse registration

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

Power to suspend registration

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

Company may retain instrument of transfer

7.5	The<br> Company shall be entitled to retain any instrument of transfer which is registered; but an<br> instrument of transfer which the directors refuse to register shall be returned to the person<br> lodging it when notice of the refusal is given.
8	Transmission of Shares
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Persons entitled 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<br> Members’ interest are the following:
(a)	where<br> the deceased Member was a joint holder, the survivor or survivors; and
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(b)	where<br> the deceased Member was a sole holder, that Member’s personal representative or representatives.
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8.2	Nothing<br> in these Articles shall release the deceased Member’s estate from any liability in<br> respect of any Share, whether the deceased was a sole holder or a joint holder.
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Registration of 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<br> may elect to do either of the following:
(a)	to<br> become the holder of the Share; or
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(b)	to<br> transfer the Share to another person.
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8.4	That<br> person must produce such evidence of his entitlement as the directors may properly require.
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8.5	If<br> the person elects to become the holder of the Share, he must give notice to the Company to<br> that effect. For the purposes of these Articles, that notice shall be treated as though it<br> were an executed instrument of transfer.
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8.6	If<br> the person elects to transfer the Share to another person then:
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(a)	if<br> the Share is Fully Paid, the transferor must execute an instrument of transfer; and
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(b)	if<br> the Share is partly paid, the transferor and the transferee must execute an instrument of<br> transfer.
---	---
8.7	All<br> the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate,<br> the instrument of transfer.
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Indemnity

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

Rights of 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

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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<br> the following and amend its Memorandum for that purpose:
(a)	increase<br> its share capital by new Shares of the amount fixed by that Ordinary Resolution and with<br> the attached rights, priorities and privileges set out in that Ordinary Resolution;
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(b)	consolidate<br> and divide all or any of its share capital into Shares of larger amount than its existing<br> Shares;
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(c)	convert<br> all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares<br> of any denomination;
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(d)	sub-divide<br> its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,<br> so, however, that in the sub-division, the proportion between the amount paid and the amount,<br> if any, unpaid on each reduced Share shall be the same as it was in case of the Share from<br> which the reduced Share is derived; and
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(e)	cancel<br> Shares which, at the date of the passing of that Ordinary Resolution, have not been taken<br> or agreed to be taken by any person, and diminish the amount of its share capital by the<br> amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish<br> the number of Shares into which its capital is divided.
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Dealing with 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<br> of a Share the directors may on behalf of those Members:
(a)	sell<br> the Shares representing the fractions for the best price reasonably obtainable to any person<br> (including, subject to the provisions of the Law, the Company); and
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(b)	distribute<br> the net proceeds in due proportion among those Members.
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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.

Reducing share capital

9.3	Subject<br> to the Law and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may, by Special Resolution, reduce its share capital in any<br> way.
10	Redemption and purchase of own Shares
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Power to 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<br> holding a particular class of Shares, and, where applicable, the rules of the Designated<br> 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<br> the Member holding those redeemable Shares, on the terms and in the manner its directors<br> determine before the issue of those Shares;
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(b)	with<br> the consent by Special Resolution of the Members holding Shares of a particular class, vary<br> the rights attaching to that class of Shares so as to provide that those Shares are to be<br> redeemed or are liable to be redeemed at the option of the Company on the terms and in the<br> manner which the directors determine at the time of such variation; and
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(c)	purchase<br> all or any of its own Shares of any class including any redeemable Shares on the terms and<br> in the manner which the directors determine at the time of such purchase.
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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<br> respect to redeeming or repurchasing the Shares:
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(a)	Members<br> who hold Public Shares are entitled to request the redemption of such Shares in the circumstances<br> described in Article 36.5;
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(b)	Sponsor<br> Shares held by the Sponsor shall, following consummation of the IPO, be surrendered by the<br> Sponsor on a pro rata basis for no consideration to the extent that the Over-Allotment Option<br> is not exercised in full so that the Sponsor Shares will at all times represent 20% of the<br> Company’s issued Shares after the IPO; and
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(c)	Public<br> Shares shall be repurchased by way of tender offer in the circumstances set out in Article<br> 36.5.
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Power to 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<br> the payment in cash or in specie (or partly in one and partly in the other) if so authorised<br> by the terms of the allotment of those Shares, or by the terms applying to those Shares in<br> accordance with Article 10.1, or otherwise by agreement with the Member holding those Shares.

Effect of 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<br> other than the right to receive:
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(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;
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(b)	the<br> Member’s name shall be removed from the Register of Members with respect to the Share;<br> and
---	---
(c)	the<br> Share shall be cancelled or held as a Treasury Shares, as the directors may determine.
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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<br> in Articles 10.2(a), 10.2(b) and 10.2(c) above shall not require further approval of the<br> Members.
11	Meetings<br> of Members
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Power to call meetings

11.1	To<br> the extent required by the Designated Stock Exchange, an annual general meeting of the Company<br> shall be held no later than one year after the first financial year end occurring after the<br> IPO, and shall be held in each year thereafter at such time as determined by the directors<br> and the Company may, but shall not (unless required by the Law or the rules and regulations<br> of the Designated Stock Exchange) be obliged to, in each year hold any other general meeting.
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11.2	The<br> agenda of the annual general meeting shall be set by the directors and shall include the<br> presentation of the Company’s annual accounts and the report of the directors (if any).
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11.3	Annual<br> general meetings shall be held in New York, USA or in such other places as the directors<br> may determine.
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11.4	All<br> general meetings other than annual general meetings shall be called extraordinary general<br> meetings and the Company shall specify the meeting as such in the notices calling it.
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11.5	The<br> directors may call a general meeting at any time.
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11.6	If<br> there are insufficient directors to constitute a quorum and the remaining directors are unable<br> to agree on the appointment of additional directors, the directors must call a general meeting<br> for the purpose of appointing additional directors.
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11.7	The<br> directors must also call a general meeting if requisitioned in the manner set out in the<br> next two Articles.
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11.8	The<br> requisition must be in writing and given by one or more Members who together hold at least<br> 10% of the rights to vote at such general meeting.
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11.9	The<br> requisition must also:
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(a)	specify<br> the purpose of the meeting.
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(b)	be<br> signed by or on behalf of each requisitioner (and for this purpose each joint holder shall<br> be obliged to sign). The requisition may consist of several documents in like form signed<br> by one or more of the requisitioners.
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(c)	be<br> delivered in accordance with the notice provisions.
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11.10	Should<br> the directors fail to call a general meeting within 21 Clear Days from the date of receipt<br> of a requisition, the requisitioners or any of them may call a general meeting within three<br> months after the end of that period.
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11.11	Without<br> limitation to the foregoing, if there are insufficient directors to constitute a quorum and<br> the remaining directors are unable to agree on the appointment of additional directors, any<br> one or more Members who together hold at least 10% of the rights to vote at a general meeting<br> may call a general meeting for the purpose of considering the business specified in the notice<br> of meeting which shall include as an item of business the appointment of additional directors.
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11.12	Members<br> seeking to bring business before the annual general meeting or to nominate candidates for<br> election as Directors at the annual general meeting must deliver notice to the principal<br> executive offices of the Company not later than the close of business on the 90th day nor<br> earlier than the close of business on the 120th day prior to the scheduled date of the annual<br> general meeting.
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Content of notice

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

11.15	At<br> least five Clear Days’ notice of a general meeting must be given to Members, provided<br> that a general meeting of the Company shall, whether or not the notice specified in this<br> Article has been given and whether or not the provisions of the Articles regarding general<br> 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<br> thereat; and
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(b)	in<br> the case of an extraordinary general meeting, by a majority in number of the Members having<br> a right to attend and vote at the meeting, together holding not less than 95% in par value<br> of the Shares giving that right.
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Persons entitled to receive notice

11.16	Subject<br> to the provisions of these Articles and to any restrictions imposed on any Shares, the notice<br> shall be given to the following people:
(a)	the<br> Members;
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(b)	persons<br> entitled to a Share in consequence of the death or bankruptcy of a Member; and
---	---
(c)	the<br> directors.
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Publication of 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<br> be published on a website providing the recipient is given separate notice of:
(a)	the<br> publication of the notice on the website;
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(b)	the<br> place on the website where the notice may be accessed;
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(c)	how<br> it may be accessed; and
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(d)	the<br> place, date and time of the general meeting.
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11.18	If<br> a Member notifies the Company that he is unable for any reason to access the website, the<br> Company must as soon as practicable give notice of the meeting to that Member by any other<br> means permitted by these Articles. This will not affect when that Member is deemed to have<br> received notice of the meeting.
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Time a 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.

Required duration 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<br> same place on that website from the date of the notification until at least the conclusion<br> of the meeting to which the notice relates.

Accidental omission 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
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(b)	non-receipt<br> of notice of the meeting by any person entitled to notice.
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11.22	In<br> addition, where a notice of meeting is published on a website, proceedings at the meeting<br> shall not be invalidated merely because 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<br> to which the notice relates.
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12	Proceedings<br> at meetings of Members
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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.

Lack of quorum

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

12.3	A<br> person may participate in a general meeting through the medium of conference telephone, video<br> or any other form of communications equipment providing all persons participating in the<br> meeting are able to hear and speak to each other throughout the meeting. A person participating<br> 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<br> the directors have nominated to chair board meetings in the absence of the chairman of the<br> board. Absent any such person being present within 15 minutes of the time appointed for the<br> 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<br> director is willing to act as chairman, the Members present in person or by proxy and entitled<br> to vote shall choose one of their number to chair the meeting.
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Right of 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<br> and at any separate meeting of Members 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<br> quorum. The chairman must adjourn the meeting if so directed by the meeting. No business,<br> 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<br> or otherwise, Members shall be given at least five Clear Days’ notice of the date,<br> time and place of the adjourned meeting and the general nature of the business to be transacted.<br> Otherwise it shall not be necessary to give any notice of the adjournment.
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Method of voting

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

Taking of 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<br> meeting at such time and place as the chairman directs, not being more than 30 Clear Days<br> after the poll was demanded.
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12.12	The<br> demand for a poll shall not prevent the meeting continuing to transact any business other<br> than the question on which the poll was demanded.
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12.13	A<br> poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who<br> need not be Members) and fix a place and time for declaring the result of the poll. If, through<br> the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers<br> in more than place; but if he considers that the poll cannot be effectively monitored at<br> that meeting, the chairman shall adjourn the holding of the poll to a date, place and time<br> when that can occur.
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Chairman’s casting vote

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

Amendments to resolutions

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

12.18	Members<br> may pass a resolution in writing without holding a meeting if the following conditions are<br> met:
(a)	all<br> Members entitled so to vote are given notice of the resolution as if the same were being<br> proposed at a meeting of Members;
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(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<br> so nominates, by delivery of an Electronic Record by Electronic means to the address specified<br> 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.

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Sole-member company

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

13.1	Unless<br> their Shares carry no right to vote, or unless a call or other amount presently payable has<br> not been paid, all Members are entitled to vote at a general meeting, and all Members holding<br> Shares of a particular class of Shares are entitled to vote at a meeting of the holders of<br> that class of Shares.
13.2	Members<br> may vote in person or by proxy.
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13.3	Every<br> Member shall have one vote for each Share he holds, unless any Share carries special voting<br> rights.
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13.4	A<br> fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
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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<br> Shares in the same way.
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Rights of joint holders

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

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

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Objections to 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<br> the adjourned meeting at which the vote is sought to be tendered. Any objection duly made<br> shall be referred to the chairman whose decision shall be final and conclusive.

Form of proxy

13.17	An<br> instrument appointing a proxy shall be in any common form or in any other form approved by<br> the directors.
13.18	The<br> instrument must be in writing and signed in one of the following ways:
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(a)	by<br> the Member; or
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(b)	by<br> the Member’s authorised attorney; or
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(c)	if<br> the Member is a corporation or other body corporate, under seal or signed by an authorised<br> officer, secretary or attorney.
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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<br> the validity of any appointment of a proxy.
13.20	A<br> Member may revoke the appointment of a proxy at any time by notice to the Company duly signed<br> in accordance with the Article above about signing proxies; but such revocation will not<br> affect the validity of any acts carried out by the proxy before the directors of the Company<br> had actual notice of the revocation.
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How and 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<br> it is signed (or a copy of the authority certified notarially or in any other way approved<br> by the directors) must be delivered so that it is received by the Company not less than 48<br> hours before the time for holding the meeting or adjourned meeting at which the person named<br> in the form of appointment of proxy proposes to vote. They must be delivered in either of<br> the following ways:
(a)	In<br> the case of an instrument in writing, it must be left at or sent by post:
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(i)	to<br> the registered office of the Company; or
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(ii)	to<br> such other place specified in the notice convening the meeting or in any form of appointment<br> of proxy sent out by the Company in relation to the meeting.
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(b)	If,<br> pursuant to the notice provisions, a notice may be given to the Company in an Electronic<br> Record, an Electronic Record of an appointment of a proxy must be sent to the address specified<br> pursuant to those provisions unless another address for that purpose is specified:
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(i)	in<br> the notice convening the meeting; or
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(ii)	in<br> any form of appointment of a proxy sent out by the Company in relation to the meeting; or
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(iii)	in<br> any invitation to appoint a proxy issued by the Company in relation to the meeting.
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13.22	Where<br> a poll is taken:
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(a)	if<br> it is taken more than seven Clear Days after it is demanded, the form of appointment of a<br> proxy and any accompanying authority (or an Electronic Record of the same) must be delivered<br> as required under the preceding Article not less than 24 hours before the time appointed<br> for the taking of the poll;
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(b)	but<br> if it to be taken within seven Clear Days after it was demanded, the form of appointment<br> of a proxy and any accompanying authority (or an Electronic Record of the same) must be e<br> delivered as required under the preceding Article not less than two hours before the time<br> appointed for the taking of the poll.
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13.23	If<br> the form of appointment of proxy is not delivered on time, it is invalid.
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Voting by 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

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

15	Appointment,<br> disqualification and removal of directors

No age limit

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

Corporate directors

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

No shareholding qualification

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

Appointment and removal of directors

15.4	The<br> Company may by Ordinary Resolution appoint any person to be a director or may by Ordinary<br> Resolution remove any director.
15.5	Without<br> prejudice to the Company’s power to appoint a person to be a director pursuant to these<br> Articles, the directors shall have power at any time to appoint any person who is willing<br> to act as a director, either to fill a vacancy or as an additional director. A director elected<br> to fill a vacancy resulting from the death, resignation or removal of a director shall serve<br> for the remainder of the full term of the director whose death, resignation or removal shall<br> have created such vacancy and until his successor shall have been elected and qualified.<br> The directors shall have power at any time to remove any director.
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15.6	Each<br> director holds office for the term fixed by the Ordinary Resolution or fixed by the resolution<br> of the directors appointing such director, as applicable, but such term shall not exceed<br> two years.
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15.7	Notwithstanding<br> the other provisions of these Articles, in any case where, as a result of death, the Company<br> has no directors and no shareholders, the personal representatives of the last shareholder<br> to have died have the power, by notice in writing to the Company, to appoint a person to<br> be a director. For the purpose of this Article:
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(a)	where<br> two or more shareholders die in circumstances rendering it uncertain who was the last to<br> die, a younger shareholder is deemed to have survived an older shareholder;
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(b)	if<br> the last shareholder died leaving a will which disposes of that shareholders’ shares<br> in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise):
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(i)	the<br> expression personal representatives of the last shareholder means:
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(A)	until<br> a grant of probate in respect of that will has been obtained from the Grand Court of the<br> Cayman Islands, all of the executors named in that will who are living at the time the power<br> of appointment under this Article is exercised; and
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(B)	after<br> such grant of probate has been obtained, only such of those executors who have proved that<br> will;
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(ii)	without<br> derogating from section 3(1) of the Succession Act (Revised), the executors named in that<br> will may exercise the power of appointment under this Article without first obtaining a grant<br> of probate.
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15.8	A<br> remaining director may appoint a director even though there is not a quorum of directors.
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15.9	No<br> appointment can cause the number of directors to exceed the maximum; and any such appointment<br> shall be invalid.
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15.10	For<br> so long as Shares are listed on a Designated Stock Exchange, the directors shall include<br> at least such number of Independent Directors as Applicable Law or the rules and regulations<br> of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated<br> Stock Exchange.
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Resignation of directors

15.11	A<br> director may at any time resign office by giving to the Company notice in writing or, if<br> permitted pursuant to the notice provisions, in an Electronic Record delivered in either<br> 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<br> date that the notice is delivered to the Company.
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Termination of 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<br> is made bankrupt or makes an arrangement or composition with his creditors generally; or
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(c)	in<br> the opinion of a registered medical practitioner by whom he is being treated he becomes physically<br> or mentally incapable of acting as a director; or
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(d)	he<br> is made subject to any law relating to mental health or incompetence, whether by court order<br> or otherwise;
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(e)	without<br> the consent of the other directors, he is absent from meetings of directors for a continuous<br> period of six months; or
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(f)	all<br> of the other directors (being not less than two in number) determine that he should be removed<br> as a director, either by a resolution passed by all of the other directors at a meeting of<br> the directors duly convened and held in accordance with the Articles or by a resolution in<br> writing signed by all of the other directors.
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16	Alternate<br> directors
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Appointment and removal

16.1	Until<br> the consummation of a Business Combination, a director may not appoint an alternate. Following<br> the consummation of a Business Combination, 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<br> act in his place as an alternate director. No appointment shall take effect until the director<br> has given notice of the appointment to the other directors. Such notice must be given to<br> each other director by either of the following methods:
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(a)	by<br> notice in writing in accordance with the notice provisions;
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(b)	if<br> the other director has an email address, by emailing to that address a scanned copy of the<br> notice as a PDF attachment (the PDF version being deemed to be the notice unless Article<br> 31.7 applies), in which event notice shall be taken to be given on the date of receipt by<br> the recipient in readable form. For the avoidance of doubt, the same email may be sent to<br> the email address of more than one director (and to the email address of the Company pursuant<br> to Article 16.4(c)).
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16.3	Without<br> limitation to the preceding Article, a director may appoint an alternate for a particular<br> meeting by sending an email to his fellow directors informing them that they are to take<br> such email as notice of such appointment for such meeting. Such appointment shall be effective<br> without the need for a signed notice of appointment or the giving of notice to the Company<br> in accordance with Article 16.4.
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16.4	A<br> director may revoke his appointment of an alternate at any time. No revocation shall take<br> effect until the director has given notice of the revocation to the other directors. Such<br> notice must be given by either of the methods specified in Article 16.2.
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16.5	A<br> notice of appointment or removal of an alternate director must also be given to the Company<br> by any of the following methods:
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(a)	by<br> notice in writing in accordance with the notice provisions;
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(b)	if<br> the Company has a facsimile address for the time being, by sending by facsimile transmission<br> to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission<br> to the facsimile address of the Company’s registered office a facsimile copy (in either<br> case, the facsimile copy being deemed to be the notice unless Article 31.7 applies), in which<br> event notice shall be taken to be given on the date of an error-free transmission report<br> from the sender’s fax machine;
---	---
(c)	if<br> the Company has an email address for the time being, by emailing to that email address a<br> scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address<br> provided by the Company’s registered office a scanned copy of the notice as a PDF attachment<br> (in either case, the PDF version being deemed to be the notice unless Article 31.7 applies),<br> in which event notice shall be taken to be given on the date of receipt by the Company or<br> the Company’s registered office (as appropriate) in readable form; or
---	---
(d)	if<br> permitted pursuant to the notice provisions, in some other form of approved Electronic Record<br> delivered in accordance with those provisions in writing.
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Notices

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

Rights of alternate director

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

Status of 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<br> Articles.
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16.13	An<br> alternate director is not the agent of the director appointing him.
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16.14	An<br> alternate director is not entitled to any remuneration for acting as alternate director.
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Status of the director making the appointment

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

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

17.3	The<br> directors may appoint a director:
(a)	as<br> chairman of the board of directors;
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(b)	as<br> vice-chairman of the board of directors;
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(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.
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17.6	If<br> there is no chairman, or if the chairman is unable to preside at a meeting, that meeting<br> may select its own chairman; or the directors may nominate one of their number to act in<br> place of the chairman should he ever not be available.
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17.7	Subject<br> to the provisions of the Law, the directors may also appoint any person, who need not be<br> a director:
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(a)	as<br> Secretary; and
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(b)	to<br> any office that may be required (including, for the avoidance of doubt, one or more chief<br> executive officers, presidents, a chief financial officer, a treasurer, vice-presidents,<br> one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant<br> 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<br> services, of Auditor.
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Remuneration

17.10	The<br> remuneration to be paid to the directors, if any, shall be such remuneration as the directors<br> shall determine, provided that no cash remuneration shall be paid to any director prior to<br> the consummation of a Business Combination. The directors shall also, whether prior to or<br> after the consummation of a Business Combination, be entitled to be paid all out of pocket<br> expenses properly incurred by them in connection with activities on behalf of the Company,<br> including identifying and consummating a Business Combination.
17.11	Remuneration<br> may take any form and may include arrangements to pay pensions, health insurance, death or<br> sickness benefits, whether to the director or to any other person connected to or related<br> to him.
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17.12	Unless<br> his fellow directors determine otherwise, a director is not accountable to the Company for<br> remuneration or other benefits received from any other company which is in the same group<br> as the Company or which has common shareholdings.
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Disclosure of information

17.13	The<br> directors may release or disclose to a third party any information regarding the affairs<br> of the Company, including any information contained in the Register of Members relating to<br> a Member, (and they may authorise any director, Officer or other authorised agent of the<br> 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<br> of any jurisdiction to which the Company is subject; or
---	---
(b)	such<br> disclosure is in compliance with the rules of any stock exchange upon which the Company’s<br> 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<br> operations.
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18	Delegation<br> of powers
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Power to 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<br> who need not be Members. Persons on the committee may include non-directors so long as the<br> majority of those persons are directors.
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18.2	The<br> delegation may be collateral with, or to the exclusion of, the directors’ own powers.
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18.3	The<br> delegation may be on such terms as the directors think fit, including provision for the committee<br> itself to delegate to a sub-committee; save that any delegation must be capable of being<br> revoked or altered by the directors at will.
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18.4	Unless<br> otherwise permitted by the directors, a committee must follow the procedures prescribed for<br> the taking of decisions by directors.
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Power to appoint an agent of the Company

18.5	The<br> directors may appoint any person, either generally or in respect of any specific matter,<br> to be the agent of the Company with or without authority for that person to delegate all<br> 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.
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Power to 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,<br> to be the attorney or the authorised 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 power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

Power to appoint a proxy

18.8	Any<br> director may appoint any other person, including another director, to represent him at any<br> meeting of the directors. If a director appoints a proxy, then for all purposes the presence<br> 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)<br> apply, mutatis mutandis, to the appointment of proxies by directors.
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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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19	Meetings<br> of directors
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Regulation of directors’ meetings

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

Calling meetings

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

Notice of meetings

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

Period of notice

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

Use of technology

19.5	A<br> director may participate in a meeting of directors through the medium of conference telephone,<br> video or any other form of communications equipment providing all persons participating in<br> 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.
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Place of meetings

19.7	If<br> all the directors participating in a meeting are not in the same place, they may decide that<br> the meeting is to be treated as taking 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<br> directors fix some other number or unless 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<br> are equal the chairman may, if he wishes, 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<br> any person was not properly appointed, or had ceased to be a director, or was otherwise not<br> entitled to vote.
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Recording of dissent

19.11	A<br> director present at a meeting of directors shall be presumed to have assented to any action<br> 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<br> signed dissent.
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A director who votes in favour of an action is not entitled to record his dissent to it.

Written resolutions

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

19.15	Where<br> a sole director signs a minute recording his decision on a question, that record shall constitute<br> the passing of a resolution in those terms.
20	Permissible<br> directors’ interests and disclosure
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Permissible interests 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<br> or indirect interest or duty which conflicts or may possibly conflict with the interests<br> of the Company.
20.2	If,<br> notwithstanding the prohibition in the preceding Article, a director discloses to his fellow<br> directors the nature and extent of any material interest or duty in accordance with the next<br> Article, he may:
---	---
(a)	be<br> a party to, or otherwise interested in, any transaction or arrangement with the Company or<br> in which the Company is or may otherwise be interested; or
---	---
(b)	be<br> interested in another body corporate promoted by the Company or in which the Company is otherwise<br> interested. In particular, the director may be a director, secretary or officer of, or employed<br> by, or be a party to any transaction or arrangement with, or otherwise interested in, that<br> other body corporate.
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20.3	Such<br> disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must<br> be made in writing). The director must disclose the nature and extent of his direct or indirect<br> interest in or duty in relation to a transaction or arrangement or series of transactions<br> or arrangements with the Company or in which the Company has any material interest.
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20.4	If<br> a director has made disclosure in accordance with the preceding Article, then he shall not,<br> by reason only of his office, be accountable to the Company for any benefit that he derives<br> from any such transaction or arrangement or from any such office or employment or from any<br> interest in any such body corporate, and no such transaction or arrangement shall be liable<br> to be avoided on the ground of any such interest or benefit.
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Notification of 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<br> having an interest of the nature and extent specified in the notice in any transaction or<br> arrangement in which a specified person or class of persons is interested shall be deemed<br> to be a disclosure that he has an interest in or duty in relation to any such transaction<br> of the nature and extent so specified; and
---	---
(b)	an<br> interest of which a director has no knowledge and of which it is unreasonable to expect him<br> to have knowledge shall not be treated as an interest of his.
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Voting where 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<br> that director has an interest or duty, whether directly or indirectly, so long as that director<br> discloses any material interest pursuant to these Articles. The director shall be counted<br> towards a quorum of those present at the meeting. If the director votes on the resolution,<br> his vote shall be counted.
20.7	Where<br> proposals are under consideration concerning the appointment of two or more directors to<br> offices or employment with the Company or any body corporate in which the Company is interested,<br> the proposals may be divided and considered in relation to each director separately and each<br> of the directors concerned shall be entitled to vote and be counted in the quorum in respect<br> of each resolution except that concerning his or her own appointment.
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21	Minutes
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The Company shall cause minutes to be made in books kept for the purpose in accordance with the Law.

22	Accounts<br> and audit

Accounting and other records

22.1	The<br> directors must ensure that proper accounting and other records are kept, and that accounts<br> and associated reports are distributed in accordance with the requirements of the Law.
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No automatic right of inspection

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

Sending of accounts and reports

22.3	The<br> Company’s accounts and associated directors’ report or auditor’s report<br> that are required or permitted to be sent to any person pursuant to any law shall be treated<br> as properly sent to that person if:
(a)	they<br> are sent to that person in accordance with the notice provisions: or
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(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.
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22.4	If,<br> for any reason, a person notifies the Company that he is unable to access the website, the<br> Company must, as soon as practicable, send the documents to that person by any other means<br> permitted by these Articles. This, however, will not affect when that person is taken to<br> have received the documents under the next Article.
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Time of 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<br> treated as sent at least five Clear Days before the date of the meeting at which they are<br> to be laid if:
(a)	the<br> documents are published on the website throughout a period beginning at least five Clear<br> Days before the date of the meeting and ending with the conclusion of the meeting; and
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(b)	the<br> person is given at least five Clear Days’ notice of the hearing.
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Validity despite 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<br> with the preceding Articles, the proceedings 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;<br> or
---	---
(b)	they<br> are published for part only of the period from the date of notification until the conclusion<br> 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<br> directors determine.
22.8	Without<br> prejudice to the freedom of the directors to establish any other committee, if the Shares<br> (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange,<br> 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<br> Committee charter and review and assess the adequacy of the formal written charter on an<br> annual basis. The composition and responsibilities of the Audit Committee shall comply with<br> the rules and regulations of the SEC and the Designated Stock Exchange. The Audit Committee<br> shall meet at least once every financial quarter, or more frequently as circumstances dictate.
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22.9	If<br> the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct<br> an appropriate review of all related party transactions on an ongoing basis and shall utilise<br> the Audit Committee for the review and approval of potential conflicts of interest.
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22.10	The<br> remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
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22.11	If<br> the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming<br> incapable of acting by reason of illness or other disability at a time when his services<br> are required, the directors shall fill the vacancy and determine the remuneration of such<br> Auditor.
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22.12	Every<br> Auditor of the Company shall have a right of access at all times to the books and accounts<br> and vouchers of the Company and shall be entitled to require from the directors and officers<br> of the Company such information and explanation as may be necessary for the performance of<br> the duties of the Auditor.
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22.13	Auditors<br> shall, if so required by the directors, make a report on the accounts of the Company during<br> their tenure of office at the next annual general meeting following their appointment in<br> 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<br> case of a company which is registered with the Registrar of Companies as an exempted company,<br> and at any other time during their term of office, upon request of the directors or any general<br> meeting of the Members.
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23	Financial<br> year
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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.
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24	Record dates
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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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25	Dividends
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Declaration of dividends by Members

25.1	Subject<br> to the provisions of the Law, the Company may by Ordinary Resolution declare dividends in<br> accordance with the respective rights of the Members but no dividend shall exceed the amount<br> recommended by the directors.

Payment of 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<br> rights of the Members if it appears to them that they are justified by the financial position<br> 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<br> final dividends, the following applies:
---	---
(a)	Upon<br> determination to pay a dividend or dividends described as interim by the directors in the<br> dividend resolution, no debt shall be created by the declaration until such time as payment<br> is made.
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(b)	Upon<br> declaration of a dividend or dividends described as final by the directors in the dividend<br> resolution, a debt shall be created immediately following the declaration, the due date to<br> be the date the dividend is stated to be payable in the resolution.
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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<br> rate, the following applies:
(a)	If<br> the share capital is divided into different classes, the directors may pay dividends on Shares<br> which confer deferred or non-preferred rights with regard to dividends as well as on Shares<br> which confer preferential rights with regard to dividends but no dividend shall be paid on<br> Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential<br> dividend is in arrears.
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(b)	The<br> directors may also pay, at intervals settled by them, any dividend payable at a fixed rate<br> if it appears to them that there are sufficient funds of the Company lawfully available for<br> distribution to justify the payment.
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(c)	If<br> the directors act in good faith, they shall not incur any liability to the Members holding<br> Shares conferring preferred rights for any loss those Members may suffer by the lawful payment<br> of the dividend on any Shares having deferred or non-preferred rights.
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Apportionment of 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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Right of set off

25.6	The<br> directors may deduct from a dividend or any other amount payable to a person in respect of<br> a Share any amount due by that person to the Company on a call or otherwise in relation to<br> a Share.

Power to pay other than in cash

25.7	If<br> the directors so determine, any resolution declaring a dividend may direct that it shall<br> be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation<br> to the distribution, the directors may settle that difficulty in any way they consider appropriate.<br> 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<br> of the value so fixed in order to adjust the rights of Members; and
---	---
(c)	vest<br> some assets in trustees.
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How payments 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<br> ways:
(a)	if<br> the Member holding that Share or other person entitled to that Share nominates a bank account<br> for that purpose - by wire transfer to that bank account; or
---	---
(b)	by<br> cheque or warrant sent by post to the registered address of the Member holding that Share<br> or other person entitled to that Share.
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25.9	For<br> the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or<br> in an Electronic Record and the bank account nominated may be the bank account of another<br> 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<br> that Share or other person entitled to the Share or to his nominee, whether nominated in<br> writing or in an Electronic Record, and payment of the cheque or warrant shall be a good<br> discharge to the Company.
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25.10	If<br> two or more persons are registered as the holders of the Share or are jointly entitled to<br> it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend<br> (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<br> of Members or to the registered address of the deceased or bankrupt holder, as the case may<br> be; or
---	---
(b)	to<br> the address or bank account of another person nominated by the Joint Holders, whether that<br> nomination is in writing or in an Electronic Record.
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25.11	Any<br> Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable<br> in respect of that Share.
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Dividends or 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<br> Company in respect of a Share shall bear interest.

Dividends unable 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<br> declared or both, the directors may pay it into a separate account in the Company’s<br> 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<br> shall be forfeited to, and shall cease to remain owing by, the Company.
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26	Capitalisation<br> of profits
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Capitalisation of 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<br> or not those profits are available for distribution); or
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(b)	any<br> sum standing to the credit of the Company’s share premium account or capital redemption<br> reserve, if any.
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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<br> as that Member directs. The directors may resolve that any Shares issued to the Member in<br> respect of partly paid Shares (Original Shares) rank for dividend only to the extent that<br> the Original Shares rank for dividend while those Original Shares remain partly paid.
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Applying an 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<br> the Members would have been entitled to dividends if the amount capitalised had been distributed<br> 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,<br> the directors may issue a fractional certificate to that Member or pay him the cash equivalent<br> of the fraction.
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27	Share<br> premium account
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Directors to maintain share premium account

27.1	The<br> directors shall establish a share premium account in accordance with the Law. They shall<br> carry to the credit of that account from time to time an amount equal to the amount or value<br> of the premium paid on the issue of any Share or capital contributed or such other amounts<br> required by the Law.

Debits to 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<br> and the redemption or purchase price; and
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(b)	any<br> other amount paid out of a share premium account as permitted by the Law.
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27.3	Notwithstanding<br> the preceding Article, on the redemption or purchase of a Share, the directors may pay the<br> difference between the nominal value of that Share and the redemption purchase price out<br> of the profits of the Company or, as permitted by the Law, out of capital.
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28	Seal
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Company seal

28.1	The<br> Company may have a seal if the directors so determine.

Duplicate seal

28.2	Subject<br> to the provisions of the Law, the Company may also have a duplicate seal or seals for use<br> in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile<br> of the original seal of the Company. However, if the directors so determine, a duplicate<br> seal shall have added on its face the name of the place where it is to be used.

When and 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,<br> a document to which a seal is affixed must be signed in one of the following ways:
(a)	by<br> a director (or his alternate) and the Secretary; or
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(b)	by<br> a single director (or his alternate).
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If no 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<br> following manner:
(a)	by<br> a director (or his alternate) or any Officer to which authority has been delegated by resolution<br> duly adopted by the directors; or
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(b)	by<br> a single director (or his alternate); or
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(c)	in<br> any other manner permitted by the Law.
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Power to 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<br> method or system of reproduction;
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(b)	that<br> a signature required by these Articles need not be manual but may be a mechanical or Electronic<br> Signature.
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Validity of execution

28.6

If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

Indemnity

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Indemnity

29.1	To<br> the extent permitted by Applicable Law, the Company shall indemnify each existing or former<br> Secretary, director (including alternate director), and other Officer of the Company (including<br> an investment adviser or an administrator or liquidator) and their personal representatives<br> against:
(a)	all<br> actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or<br> sustained by the existing or former Secretary or Officer in or about the conduct of the Company’s<br> business or affairs or in the execution or discharge of the existing or former Secretary’s<br> or Officer’s duties, powers, authorities or discretions; and
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(b)	without<br> limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing<br> or former Secretary or Officer in defending (whether successfully or otherwise) any civil,<br> criminal, administrative or investigative proceedings (whether threatened, pending or completed)<br> concerning the Company or its affairs in any court or tribunal, whether in the Cayman Islands<br> or elsewhere.
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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<br> respect of a contract insuring each of the following persons against risks determined by<br> 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<br> of:
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(i)	the<br> Company;
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(ii)	a<br> company which is or was a subsidiary of the Company;
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(iii)	a<br> company in which the Company has or had an interest (whether direct or indirect); and
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(b)	a<br> trustee of an employee or retirement benefits scheme or other trust in which any of the persons<br> referred to in paragraph (a) is or was interested.
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30	Notices
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Form of notices

30.1	Save<br> where these Articles provide otherwise, any notice to be given to or by any person pursuant<br> 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;<br> or
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(b)	subject<br> to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic<br> Signature and authenticated in accordance with Articles about authentication of Electronic<br> Records; or
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(c)	where<br> these Articles expressly permit, by the Company by means of a website.
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Electronic communications

30.2	Without<br> limitation to Articles 16.2 to 16.5 inclusive (relating to the appointment and removal by<br> directors of alternate directors) and to Articles 18.8 to 18.10 inclusive (relating to the<br> appointment by directors of proxies), a notice may only be given to the Company in an Electronic<br> Record if:
(a)	the<br> directors so resolve;
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(b)	the<br> resolution states how an Electronic Record may be given and, if applicable, specifies an<br> email address for the Company; and
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(c)	the<br> terms of that resolution are notified to the Members for the time being and, if applicable,<br> to those directors who were absent from the meeting at which the resolution was passed.
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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<br> recipient has notified the giver of an Electronic address to which notice may be sent.

Persons authorised to give notices

30.4	A<br> notice by either the Company or a Member pursuant to these Articles may be given on behalf<br> of the Company or a Member by a director or company secretary of the Company or a Member.

Delivery of written notices

30.5	Save<br> where these Articles provide otherwise, a notice in writing may be given personally to the<br> recipient, or left at (as appropriate) the Member’s or director’s registered<br> address or the Company’s registered office, or posted to that registered address or<br> registered office.

Joint holders

30.6	Where<br> Members are joint holders of a Share, all notices shall be given to the Member whose name<br> 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<br> marked in such a way as to indicate its execution or adoption by the giver.
30.8	An<br> Electronic Record may be signed by an Electronic Signature.
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Evidence of transmission

30.9	A<br> notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating<br> the time, date and content of the transmission, and if no notification of failure to transmit<br> 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<br> containing the notice was properly addressed, pre-paid and posted, or that the written notice<br> was otherwise properly transmitted to the recipient.
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Giving notice to a deceased or bankrupt Member

30.11	A<br> notice may be given by the Company to the persons entitled to a Share in consequence of the<br> death or bankruptcy of a Member by sending or delivering it, in any manner authorised by<br> these Articles for the giving of notice to a Member, addressed to them by name, or by the<br> title of representatives of the deceased, or trustee of the bankrupt or by any like description,<br> at the address, if any, supplied for that purpose by the persons claiming to be so entitled.
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30.12	Until<br> such an address has been supplied, a notice may be given in any manner in which it might<br> have been given if the death or bankruptcy had not occurred.
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Date of 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
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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

Saving provision

30.14	None<br> of the preceding notice provisions shall derogate from the Articles about the delivery of<br> written resolutions of directors and written resolutions of Members.
31	Authentication<br> of Electronic Records
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Application of Articles

31.1	Without<br> limitation to any other provision of these Articles, any notice, written resolution or other<br> document under these Articles that is sent by Electronic means by a Member, or by the Secretary,<br> or by a director or other Officer of the Company, shall be deemed to be authentic if either<br> Article 31.2 or Article 31.4 applies.

Authentication of 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<br> by or on behalf of one or more Members shall be deemed to be authentic if the following conditions<br> are satisfied:
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(a)	the<br> Member or each Member, as the case may be, signed the original document, and for this purpose<br> Original Document includes several documents in like form signed by one or more of those<br> Members; and
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(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, that Member to an address specified in accordance with these Articles for the purpose<br> for which it was sent; and
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(c)	Article<br> 31.7 does not apply.
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31.3	For<br> example, where a sole Member signs a resolution and sends the Electronic Record of the original<br> resolution, or causes it to be sent, by facsimile transmission to the address in these Articles<br> specified for that purpose, the facsimile copy shall be deemed to be the written resolution<br> of that Member unless Article 31.7 applies.
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Authentication of 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<br> of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic<br> 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,<br> and for this purpose Original Document includes several documents in like form signed by<br> the Secretary or one or more of those Officers; and
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(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, the Secretary or that Officer to an address specified in accordance with these Articles<br> for the purpose for which it was sent; and
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(c)	Article<br> 31.7 does not apply.
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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<br> to be scanned, as a PDF version which is attached to an email sent to the address in these<br> Articles specified for that purpose, the PDF version shall be deemed to be the written resolution<br> of that director unless Article 31.7 applies.

Manner of signing

31.6	For<br> the purposes of these Articles about the authentication of Electronic Records, a document<br> will be taken to be signed if it is signed manually or in any other manner permitted by these<br> Articles.

Saving provision

31.7	A<br> notice, written resolution or other document under these Articles will not be deemed to be<br> 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<br> document; or
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(b)	believes<br> that the original document, or the Electronic Record of it, was altered, without the approval<br> of the signatory, after the signatory signed the original document; or
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(c)	otherwise<br> doubts the authenticity of the Electronic Record of the document
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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<br> by way of continuation
32.1	The<br> Company may, by Special Resolution, resolve to be registered by way of continuation in a<br> jurisdiction outside:
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(a)	the<br> Cayman Islands; or
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(b)	such<br> other jurisdiction in which it is, for the time being, incorporated, registered or existing.
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32.2	To<br> give effect to any resolution made pursuant to the preceding Article, the directors may cause<br> the following:
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(a)	an<br> application be made to the Registrar of Companies to deregister the Company in the Cayman<br> Islands or in the other jurisdiction in which it is for the time being incorporated, registered<br> or existing; and
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(b)	all<br> such further steps as they consider appropriate to be taken to effect the transfer by way<br> of continuation of the Company.
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33	Winding<br> up
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Distribution of assets in specie

33.1	If<br> the Company is wound up, the Members may, subject to these Articles and any other sanction<br> required by the Law, pass a Special Resolution allowing the liquidator to do either or both<br> of the following:
(a)	to<br> divide in specie among the Members the whole or any part of the assets of the Company and,<br> for that purpose, to value any assets and to determine how the division shall be carried<br> out as between the Members or different classes of Members;
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(b)	to<br> vest the whole or any part of the assets in trustees for the benefit of Members and those<br> liable to contribute to the winding up.
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No obligation to accept liability

33.2	No<br> Member shall be compelled to accept any assets if an obligation attaches to them.

The directors 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<br> Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution<br> passed at a general meeting.
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34	Amendment<br> of Memorandum and Articles
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Power to 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
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(b)	change<br> the provisions of its Memorandum with respect to its objects, powers or any other matter<br> specified in the Memorandum.
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Power to amend these Articles

34.2	Subject<br> to the Law and as provided in these Articles, the Company may, by Special Resolution, amend<br> these Articles in whole or in part save that no amendment may be made to the Memorandum or<br> Articles to amend:
(a)	Article<br> 36 prior to the Business Combination unless the holders of the Public Shares are provided<br> with the opportunity to redeem their Public Shares upon the approval of any such amendment<br> in the manner and for the price as set out in Article 36.11; or
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(b)	this<br> Article 34.2 during the Target Business Acquisition Period.
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35	Mergers<br> and Consolidations
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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<br> Combination
36.1	Articles<br> 36.1 to 36.11 shall terminate upon consummation of any Business Combination.
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36.2	In the event that the Company does not consummate its initial Business Combination by February 5, 2023<br>(the “Deadline”), the Company may, but is not obliged to, extend the period of time to consummate the Business<br>Combination for a further twelve (12) months (the “Extension”) to February 5, 2024 (the “ExtendedDate”), provided that if the Company exercises the Extension. In the event that the Company does not consummate a Business<br>Combination by the Extended Date, such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event)<br>and the directors of the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than ten (10)<br>Business Days thereafter to redeem the Public Shares or distribute the Trust Account to the holders of Public Shares, on a pro rata basis,<br>in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations<br>except for 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 Account<br>with respect to their Public Shares.
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36.3	Unless<br> a shareholder vote is required by law or the rules of the Designated Stock Exchange, or,<br> at the sole discretion of the directors, the directors determine to hold a shareholder vote<br> for business or other reasons, the Company may enter into a Business Combination without<br> submitting such Business Combination to its Members for approval.
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36.4	Although<br> not required, in the event that a shareholder vote is held, and a majority of the votes of<br> the Shares entitled to vote thereon which were present at the meeting to approve the Business<br> Combination are voted for the approval of such Business Combination, the Company shall be<br> authorised to consummate the Business Combination.
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36.5
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(a)	In<br> the event that a Business Combination is consummated by the Company other than in connection<br> with a shareholder vote under Article 36.4, the Company will, subject to as provided below,<br> offer to redeem the Public Shares for cash in accordance with Rule 13e-4 and Regulation 14E<br> of the Exchange Act and subject to any limitations (including but not limited to cash requirements)<br> set forth in the definitive transaction agreements related to the initial Business Combination<br> (the Tender Redemption Offer), provided however that the Company shall not redeem<br> those Shares held by the Initial Shareholders or their affiliates or the directors or officers<br> of the Company pursuant to such Tender Redemption Offer, whether or not such holders accept<br> such Tender Redemption Offer. The Company will file tender offer documents with the SEC prior<br> to consummating the Business Combination which contain substantially the same financial and<br> other information about the Business Combination and the redemption rights as would be required<br> in a proxy solicitation pursuant to Regulation 14A of the Exchange Act. In accordance with<br> the Exchange Act, the Tender Redemption Offer will remain open for a minimum of 20 Business<br> Days and the Company will not be permitted to consummate its Business Combination until the<br> expiry of such period. If in the event a Member holding Public Shares accepts the Tender<br> Redemption Offer and the Company has not otherwise withdrawn the tender offer, the Company<br> shall, promptly after the consummation of the Business Combination, pay such redeeming Member,<br> on a pro rata basis, cash equal to the applicable Per-Share Redemption Price.
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(b)	In<br> the event that a Business Combination is consummated by the Company in connection with a<br> shareholder vote held pursuant to Article 36.4 in accordance with a proxy solicitation pursuant<br> to Regulation 14A of the Exchange Act (the Redemption Offer), the Company will, subject<br> as provided below, offer to redeem the Public Shares, other than those Shares held by the<br> Initial Shareholders or their affiliates or the directors or officers of the Company, regardless<br> of whether such shares are voted for or against the Business Combination, for cash, on a<br> pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price,<br> provided however that: (i) the Company shall not redeem those Shares held by the Initial<br> Shareholders or their affiliates or the directors or officers of the Company pursuant to<br> such Redemption Offer, whether or not such holders accept such Redemption Offer; and (ii)<br> any other redeeming Member who either individually or together with any affiliate of his<br> or any other person with whom he is acting in concert or as a “group” (as such<br> term is defined under Section 13 of the Exchange Act) shall not be permitted to redeem, without<br> the consent of the directors, more than fifteen percent (15%) of the total Public Shares<br> sold in the IPO.
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(c)	The<br> Company shall only consummate the Tender Redemption Offer or the Redemption Offer under Article<br> 36.5(a) or 36.5(b) or an Amendment Redemption Event under Article 36.11 if:
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(i)	following<br> such redemptions, the Company would have net tangible assets of at least US$5,000,001 immediately<br> prior to or upon consummation of a Business Combination after payment of underwriting fees<br> and commissions; or
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(ii)	the<br> Company’s securities issued in the IPO (as described in Article 2.4) qualify, are registered<br> or are approved for listing or registration upon notice of issuance on a Designated Stock<br> Exchange, as required under SEC Rule 3a51-1, in order to avoid being deemed a penny stock<br> under such rule.
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36.6	A<br> holder of Public Shares shall be entitled to receive distributions from the Trust Account<br> only in the event of an Automatic Redemption Event, an Amendment Redemption Event or in the<br> event he accepts a Tender Redemption Offer or a Redemption Offer where the Business Combination<br> is consummated. In no other circumstances shall a holder of Public Shares have any right<br> or interest of any kind in or to the Trust Account.
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36.7	Prior<br> to a Business Combination, the Company will not issue any securities (other than Public Shares)<br> that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii)<br> vote on any Business Combination.
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36.8	The<br> Business Combination must be approved by a majority of the Independent Directors. In the<br> event the Company enters into a Business Combination with a company that is affiliated with<br> the Sponsor or any of the directors or officers of the Company, the Company will obtain an<br> opinion from an independent investment banking firm or independent accounting firm that such<br> a Business Combination is fair to the holders of the Public Shares from a financial point<br> of view.
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36.9	The<br> Company will not effectuate a Business Combination with another “blank cheque”<br> company or a similar company with nominal operations.
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36.10	Immediately<br> after the Company’s IPO, that amount of the proceeds received by the Company in or<br> in connection with the IPO (including proceeds of any exercise of the underwriter’s<br> over-allotment option and any proceeds from the simultaneous private placement of like units<br> comprising like securities to those included in the IPO by the Company) as is described in<br> 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<br> be so deposited and thereafter held in the Trust Account until released in the event of a<br> Business Combination or otherwise in accordance with this Article 36. Neither the Company<br> nor any officer, director or employee of the Company will disburse any of the proceeds held<br> in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic<br> Redemption Event or in payment of the acquisition price for any shares which the Company<br> elects to purchase, redeem or otherwise acquire in accordance with this Article 36, in each<br> case in accordance with the trust agreement governing the Trust Account; provided that interest<br> earned on the Trust Account (as described in the Registration Statement) may be released<br> from time to time to the Company to pay the Company’s tax obligations and up to US$50,000<br> of such interest may also be released from the Trust Account to pay any liquidation expenses<br> of the Company if applicable.
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36.11	In<br> the event the directors of the Company propose any amendment to Article 36 or to any of the<br> other rights of the Shares as set out at Article 2.5 prior to, but not for the purposes of<br> approving or in conjunction with the consummation of, a Business Combination that would affect<br> the substance or timing of the Company’s obligations as described in this Article 36<br> to pay or to offer to pay the Per-Share Redemption Price to any holder of the Public Shares<br> (an Amendment) and such Amendment is duly approved by a Special Resolution of the<br> Members (an Approved Amendment), the Company will offer to redeem the Public Shares<br> of any Member for cash, on a pro rata basis, at a per-share amount equal to the applicable<br> Per-Share Redemption Price (an Amendment Redemption Event), provided however that<br> the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates<br> or the directors or officers of the Company pursuant to such offer, whether or not such holders<br> accept such offer.
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37	Certain<br> Tax Filings
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37.1	Each<br> Tax Filing Authorised Person and any such other person, acting alone, as any director shall<br> designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9,<br> 8832 and 2553 and such other similar tax forms as are customary to file with any US state<br> or federal governmental authorities or foreign governmental authorities in connection with<br> the formation, activities and/or elections of the Company and such other tax forms as may<br> be approved from time to time by any director or officer of the Company. The Company further<br> ratifies and approves any such filing made by any Tax Filing Authorised Person or such other<br> person prior to the date of the Articles.
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52<br><br>www.verify.gov.ky File#: 375777
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38	Business<br> Opportunities
---	---
38.1	In<br> recognition and anticipation of the facts that: (a) directors, managers, officers, members,<br> partners, managing members, employees and/or agents of one or more members of the Sponsor<br> Group (each of the foregoing, a Sponsor Group Related Person) may serve as directors<br> and/or officers of the Company; and (b) the Sponsor Group engages, and may continue to engage<br> in the same or similar activities or related lines of business as those in which the Company,<br> directly or indirectly, may engage and/or other business activities that overlap with or<br> compete with those in which the Company, directly or indirectly, may engage, the provisions<br> under this heading “Business Opportunities” are set forth to regulate and define<br> the conduct of certain affairs of the Company as they may involve the Members and the Sponsor<br> Group Related Persons, and the powers, rights, duties and liabilities of the Company and<br> its 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<br> Persons shall have no duty, except and to the extent expressly assumed by contract, to refrain<br> from engaging directly or indirectly in the same or similar business activities or lines<br> of business as the Company. To the fullest extent permitted by Applicable Law, the Company<br> renounces any interest or expectancy of the Company in, or in being offered an opportunity<br> to participate in, any potential transaction or matter which may be a corporate opportunity<br> for either the Sponsor Group or the Sponsor Group Related Persons, on the one hand, and the<br> Company, on the other. Except to the extent expressly assumed by contract, to the fullest<br> extent permitted by Applicable Law, the Sponsor Group and the Sponsor Group Related Persons<br> 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<br> a Member, director and/or officer of the Company solely by reason of the fact that such party<br> pursues or acquires such corporate opportunity for itself, himself or herself, directs such<br> corporate opportunity to another person, or does not communicate information regarding such<br> corporate opportunity to the Company, unless such opportunity is expressly offered to such<br> Sponsor Group Related Person solely in their capacity as an Officer or director of the Company<br> and the opportunity is one the Company is permitted to complete on a reasonable basis.
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38.3	Except<br> as provided elsewhere in the Articles, the Company hereby renounces any interest or expectancy<br> of the Company in, or in being offered an opportunity to participate in, any potential transaction<br> or matter which may be a corporate opportunity for both the Company and the Sponsor Group,<br> about which a director and/or officer of the Company who is also an Sponsor Group Related<br> Person acquires knowledge.
---	---
38.4	To<br> the extent a court might hold that the conduct of any activity related to a corporate opportunity<br> that is renounced in this Article to be a breach of duty to the Company or its Members, the<br> Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims<br> and causes of action that the Company may have for such activities. To the fullest extent<br> permitted by Applicable Law, the provisions of this Article apply equally to activities conducted<br> in the future and that have been conducted in the past.
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53<br><br>www.verify.gov.ky File#: 375777
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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.

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 whole and not in part;
●	at a price of $0.01 per<br> warrant;
●	upon not less than 30 days’<br> prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and
●	if, and only if, the reported<br> last sale price of the ordinary shares equal or exceed $18 per share (as adjusted for share splits, share capitalizations, rights<br> issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period<br> 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.

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.

EXHIBIT 21

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, Man Chak Leung, certify that:

1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2022 of Metal Sky Star Acquisition Corporation;

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: March 30, 2023

/s/<br> Man Chak Leung
Man Chak Leung
Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 31.2

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 Form 10-K for the year ended December 31, 2022 of Metal Sky Star Acquisition Corporation;

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: March 30, 2023

/s/<br> Wenxi He
Wenxi He
Chief Financial Officer
(Principal Financial and<br> Accounting Officer)

EXHIBIT32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350

ASADOPTED PURSUANT TO

SECTION 906OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K 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: March 30, 2023

/s/<br> Man Chak Leung
Man Chak Leung
Chief Executive Officer
(Principal Executive Officer)

EXHIBIT32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350

ASADOPTED PURSUANT TO

SECTION 906OF 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: March 30, 2023

/s/<br> Wenxi He
Wenxi He
Chief Financial Officer
(Principal Financial and Accounting Officer)

10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

☐ 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

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

DOCUMENTS INCORPORATED BY REFERENCE

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PART III

PART IV

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

/s/

Metal Sky Star Acquisition Corporation Balance Sheets

Metal Sky Star Acquisition Corporation Statements of Operations

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

Metal Sky Star Acquisition Corporation Statements of Cash Flows

METAL SKY STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

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.

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.

As of December 31, 2022, the Company had $178,652 in cash and working capital of $71,597, which excludes $116,673,481 of marketable securities held in the trust account and the liability for deferred underwriting commissions of $2,875,000.

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.

During the year ended December 31, 2022, interest

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.

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.

3,205,000

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

. The $383,333

extension fee represents approximately $0.033

Signatures

For the transition period from to