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, ~~2023~~2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ________________

Commission file number: 001-41372

A SPAC II ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

British Virgin Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

289 Beach Road

#03-01

Singapore 199552

N/A

(Address of principal executive offices)

(Zip Code)

(65) 6818 5796

Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act: None

~~Title~~Securities ofregistered ~~Each~~pursuant ~~Class Trading Symbol Name of Each Exchange on Which Registered Units, each consisting of one Class A ordinary share, with no par value, one-half of one redeemable warrant and one right~~ to ~~receive~~Section ~~one-tenth~~ 12(g) of ~~one~~the ~~Class A ordinary share ASCBU The Nasdaq Stock Market LLC Class A Ordinary Shares ASCB The Nasdaq Stock Market LLC Warrants ASCBW The Nasdaq Stock Market LLC Rights ASCBR The Nasdaq Stock Market LLC~~Act:

~~Securities~~Title ~~registered~~of ~~pursuant~~Each Class Trading Symbol Units, each consisting of one Class A ordinary share, with no par value, one-half of one redeemable warrant and one right to ~~Section~~receive ~~12(g)~~ one-tenth of ~~the~~one ~~Act:~~Class ~~None.~~A ordinary share ASUUF Class A ordinary shares ASCBF Warrants ASCWF Rights ASCRF

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 Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 month (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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. Yes ☐ No ☐

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 ☐

As of June 3028, ~~2023~~2024, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was $~~210~~22,~~800~~359,~~000~~624.

As of March 2827, ~~2024~~2025, there were 7 5,~~196~~587,~~395~~978 Class A ordinary shares and 100,000 Class B ordinary shares issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

A SPAC II ACQUISITION CORP.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, ~~2023~~2024

part I		1
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	12
ITEM 1B.	UNRESOLVED STAFF COMMENTS	1718
ITEM 1C.	CYBERSECURITY	1718
ITEM 2.	PROPERTIES	1718
ITEM 3.	LEGAL PROCEEDINGS	1718
ITEM 4.	MINE SAFETY DISCLOSURES	1718
part II		1819
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	1819
ITEM 6.	[RESERVED]	1920
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1920
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2425
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	2425
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	2425
ITEM 9A.	CONTROLS AND PROCEDURES	2425
ITEM 9B.	OTHER INFORMATION	2426
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	2426
part III		2527
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	2527
ITEM 11.	EXECUTIVE COMPENSATION	3234
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	3235
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND ~~DIRECTOR~~DI\RECTOR INDEPENDENCE	3336
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	3538
part IV		3739
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	3739

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,” “intend,” “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 report may include, for example, statements about our:

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ability to complete our initial business combination;

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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 our initial business combination;

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pool of prospective target businesses;

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the 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 stock;

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the potential liquidity and trading of our securities;

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the lack of a market for our securities;

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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 initial public offering.

The forward-looking statements contained in this report 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 and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

part I

ITEM 1. BUSINESS

Introduction

A SPAC II Acquisition Corp. (the “Company”) is a blank check company incorporated in the British Virgin Islands as a BVI business company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although there is no restriction or limitation on what industry or geographic region our target operates in, it is our intention to pursue prospective targets that are in the high-growth industries that apply cutting edge technologies, such as Proptech and Fintech (the “New Economy Sectors”), with a preference for companies that promote environmental, social and governance (“ESG”) principles. We believe that continuous global technological breakthroughs across businesses and ESG principles will create positive impact to society and will facilitate opportunities that can provide our investors with attractive financial returns through a business combination. There is no restriction on the geographic location for our target search, and it is our intent to pursue targets globally, with a particular focus on North America, Europe and Asia (excluding Mainland China, Hong Kong and Macau) where the management team and directors have extensive experience and relationships.

Our ~~sponsor~~Sponsor, A SPAC II (Holdings) Corp., a British Virgin Islands company, (the “Sponsor”) and a majority of our officers and directors have significant ties to China. Specifically, our Chief Executive Officer, Ms. Serena Shie, our Chief Financial Officer, Mr. Claudius Tsang, and two of our five directors, Mr. Anson Chan and Mr. Ka Wo Chan, are located in China. Because of our significant ties to China, it may make us a less attractive partner with a non-China-based target company, which may therefore limit the pool of acquisition candidates available to us.

We may also be subject to risks due to uncertainty of the interpretation and the application of the People’s Republic of China (the “PRC”) laws and regulations. ~~Recently,~~The ~~the~~ PRC government has initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In particular, on February 17, 2023, the Chinese Securities Regulatory Commission (the “CSRC”) issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and relevant supporting guidelines (collectively, the “New Administrative Rules Regarding Overseas Listings”), which came into effect on March 31, 2023. According to the New Administrative Rules Regarding Overseas Listings, among other things, a domestic company in the PRC that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC as per requirement of the Trial Measures. On February 24, 2023, the CSRC promulgated the Provisions on Strengthening Confidentiality and Archives ~~Administration~~ Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Confidentiality and Archives Administration Provisions”), which also became effective on March 31, 2023. The Confidentiality and Archives Administration Provisions set out rules, requirements and procedures relating to provision of documents, materials and accounting archives for securities companies, securities service providers, overseas regulators and other entities and individuals in connection with overseas offering and listing, including without limitation to, domestic companies that carry out overseas offering and listing (either in direct or indirect means) and the securities ~~companies~~ companies and securities service providers (either incorporated domestically or overseas) that undertake relevant businesses shall not leak any state secret and working secret of government agencies, or harm national security and public interest, and a domestic company shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level, if it plans to, either directly or through its overseas listed entity, publicly disclose or provide any documents and materials that contain state secrets or working secrets of government agencies. Since the interpretation and the implementation of the New Administrative Rules Regarding Overseas Listings and the Confidentiality and Archives Administration Provisions are ~~newly promulgated, and the interpretation and implementation thereof are~~ subject to change, we cannot assure you that they will not apply to us in the future and if we are required to complete such filings, we will be able to complete the relevant filings in a timely manner or fulfil all the regulatory requirements thereunder. At this time, it is highly uncertain on how the New Administrative Rules Regarding Overseas Listings and the Confidentiality and Archives Administration Provisions or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, and the potential impact such modified or new laws and regulations will have on our capability to complete a business combination within a prescribed time period, accept foreign investments, and post-combination entity’s ability to conduct its business or list on an United States (“U.S.”) exchange or other foreign exchange. See “Part I - Item 1. - Permission Required from the PRC Authorities for a Business Combination and Relevant PRC Regulations” starting on page 8 of this Annual Report.

Although we are not a PRC operating entity, we cannot assure you that the Chinese government will reach the same conclusion, or will not promulgate new rules or regulations to govern us due to the ties our management and Sponsor have with China. The governing PRC laws and regulations can change quickly with little advance notice, which may result in a material change in our search for a target business and/or the value of our securities, or cause the value of our securities after we have completed our business combination to significantly decline or be worthless, or substantially limit or completely hinder the post-combined company’s ability to offer or continue to offer securities to investors. See “Part I - Item 1A. Risk Factors - Uncertainties with respect to the PRC legal system could have a material adverse effect on us.” on page 1617 and “China’s economic, political and social conditions, as well as changes in any government policies, laws and regulations may be quick with little advance notice and could have a material adverse effect on our business and the value of our securities.” on page 1617 of this Annual Report. The Chinese government may intervene or influence the operations of the PRC operating entities at any time and may exert more control over offerings conducted overseas, which could result in a material change in our operations and/or the value of our securities. In addition, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Changes in China’s economic, political or social conditions, as well as possible interventions and influences of any government policies and actions; as well as uncertainties with respect to the PRC legal system could have a material adverse effect on our operation and the value of our securities. For instance, as the date of this Annual Report, we are not required to obtain any permission from China authorities nor received any objection or restriction from Chinese authorities to continue listing our securities in U.S. exchanges, however, we cannot guarantee that PRC authorities may not initiate any change in its law, rules or regulations, or governmental policies that would require permission or scrutiny from relevant PRC authorities ~~for our listing~~; or any law, regulation, rules and policies will become effective and enforceable while we are ~~listing~~listed onover-the-counter ~~The Nasdaq Global Market or Nasdaq~~ and seeking a target for the initial business combination that could substantially affect our operation and the value of our securities may depreciate quickly or even become worthless. See “Part I - Item 1. - Permission Required from the PRC Authorities for a Business Combination and Relevant PRC Regulations” on page 8. Though we will not undertake our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau), we are subject to risks and uncertainties about future actions of the PRC government or law enforcement to refrain our activities or operation due to the significant ties to China of our ~~sponsor~~Sponsor, officers and directors, which could limit our search for a target business and that can cause the value of our securities to significantly decline or become worthless. See “Part I - Item 1A. Risk Factors - Even though we are not a ~~China-based~~company ~~issuer~~incorporated in China, the ~~sponsor~~Sponsor and ~~some~~ a majority of our officers and directors have significant ties to China. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence its operations at any time, which could result in a material change in its operations and/or the value of our securities. We ~~are~~believe ~~also~~that we are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if the relevant PRC government agencies decide that we were required to obtain approval and we were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange, which would materially affect the interest of our investors.” on page 1415 of this Annual Report.

Initial Public Offering and Private Placement

On May 5, 2022, the Company consummated the initial public offering (“IPO”) of 20,000,000 units (the “Units”), which includes the partial exercise of the over-allotment option granted to the underwriters. Each Unit consists of one ordinary share (“Ordinary Share”), one-half of one redeemable warrant (“Warrant”) and one right (“Right”) to receive one-tenth of one Class A ~~Ordinary~~ordinary ~~Share~~share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.

Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with A SPAC II (Holdings) Corp., the Company’s ~~sponsor~~Sponsor, of 8,966,000 private warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant, generating total proceeds of $8,966,000. The Private Warrants are identical to the ~~public~~Public Warrants sold in the IPO, as set forth in the Underwriting Agreement, except as described in the Warrant Agreement.

On May 5, 2022, a total of $203,500,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”).

The Private Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

Extension and Redemptions

On August 1, 2023, at its Extraordinary General Meeting (the “~~Extension~~2023 ~~Meeting~~EGM”), the Company’s shareholders approved a proposal to amend and restate the Company’s amended and restated memorandum and articles of association (the “Second Charter Amendment”) to, among other things, allow the Company to extend the date by which it has to complete a business combination to August 5, 2024, or up to 27 months from its initial public offering . In connection with the shareholders’ vote at the ~~Extension~~2023 ~~Meeting~~EGM, 18,003,605 Class A ordinary shares were tendered for redemption. On August 1, 2023, following the shareholder approval, the Company filed the Charter Amendment with the British Virgin Islands Registrar of Corporate Affairs, giving the Company up to 27 months from its initial public offering (i.e., until August 5, 2024) to consummate an initial business combination.

On July 23, 2024, at its Extraordinary General Meeting (the “2024 EGM”), the Company’s shareholders approved a proposal to amend and restate the Company’s amended and restated memorandum and articles of association (the “Third Charter Amendment”) to allow the Company to extend the date by which it has to complete a business combination to August 5, 2025, or up to 39 months from its initial public offering. In connection with the shareholders’ vote at the 2024 EGM, 1,608,417 Class A ordinary shares were tendered for redemption. Pursuant to the Third Amended Charter which became effective on July 23, 2024, the Company has up to 39 months from its initial public offering (i.e., until August 5, 2025) to consummate an initial business combination. The Third Amended Charter was filed as an exhibit to the Current Report on Form 8-K, filed on July 24, 2024.

Delisting from the Nasdaq

On December 11, 2023, the Company received a notice from Nasdaq, stating that the Company’s listed securities failed to comply with the $50,000,000 market value of listed securities requirement for continued listing on the Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(A) based upon the Company’s market value of listed securities for the 30 consecutive business days prior to the date of the notice. Pursuant to a Share Exchange Agreement entered by and between the Company and the Sponsor dated December 7, 2023, the Sponsor transferred and delivered to the Company 4,900,000 Class B ordinary shares of the Company in exchange for 4,900,000 Class A ordinary shares of the Company (the “Share Exchange”). The 4,900,000 Class A Shares issued in connection with the Share Exchange are subject to the same restrictions as applied to the Class B Shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering.

The issuance of the 4,900,000 Class A ordinary shares has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

On March 15, 2024, the Company received a letter (“Non-Compliance Letter”) from the Listing Qualifications Staff of Nasdaq stating that the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Global Market due to the Company not having maintained a minimum of 400 public holders for continued listing, as required pursuant to Nasdaq Listing Rule 5450(a)(2). In accordance with the Nasdaq listing rules, the Company has 45 calendar days to submit a plan to regain compliance. On April 29, 2024, the Company submitted a compliance plan. On May 1, 2024, the Company received a letter from Nasdaq accepting the Company’s compliance plan. The Company was given an extension of up to September 11, 2024 to regain compliance with Rule 5450(a)(2).

On September 13, 2024, the Company received a letter (“Delisting Letter”) from the Listing Qualifications Staff of Nasdaq, which stated that the Company did not comply with the minimum 400 total shareholders requirement for continued listing on the Nasdaq Global Market, and had failed to regain compliance with Nasdaq Listing Rule 5450(a)(2) during the extension period which ended on September 11, 2024.

On September 24, 2024, trading in the Company’s securities was suspended on Nasdaq. The Company’s Units, Class A ordinary shares, Warrants and Rights are now quoted on Over-the-Counter (OTC) markets under the symbols “ASUUF,” ASCBF,” “ASCWF” and “ASCRF,” respectively.

Leadership of an Experienced Management and Director Team

We are led by Serena Shie, our Chief Executive Officer and Claudius Tsang, our Chief Financial Officer. Our management and director team’s past performance is not an assurance that we will be able to identify an appropriate candidate for our initial business combination or achieve success with respect to the business combination we intend to consummate. However, we believe that the skills and professional network of our management and director team will enable us to identify, structure and consummate a business combination.

Ms. Serena Shie has served as our Chief Executive Officer since August 2022. Ms. Shie has approximately a decade of experience in capital markets, property development and entrepreneurship. Since January 2025, Ms. Shie has served as Director of Pallas Trust Group Limited. Since March 2022, Ms. Shie has been the Executive Director and Chief Operations Officer of A SPAC (HK) Acquisition Corp, until the company’s dissolution in February 2025. Since 2021, Ms. Shie has been a Director of A SPAC (Holdings) Group Corp, which engages in SPAC sponsorship and project management. Since 2020, Ms. Shie has been the Chief Executive Officer of First Euro Investments Limited, a company engaged in project management, including special purpose acquisition company projects, and SPAC sponsorship. Ms. Shie has also served as the Director of Lion Pride Properties Corp. since 2018, which invests into development of high rises in ~~Manila,~~the Philippines. Ms. Shie has served as the Chief Executive Officer of Jumpstart Media since March of 2020, and is overseeing ~~the~~ the growth of the office. Jumpstart Media is an English print publication in APAC covering tech startups. Ms. Shie served as the President, Chief Financial Officer and Director of Model Performance Acquisition Corp. from March 2021 until it closed its business combination with MultiMetaVerse Inc. in January 2023. From 2015 to 2017, Ms. Shie was an associate in the Hong Kong office of Latham & Watkins, LLP, where she worked on capital market transactions, with a focus on debt offerings, IPO and M&A. Ms. Shie holds a Bachelor from New York University, and a J.D. degree from Harvard Law School.

Mr. Claudius Tsang has served as our Chief Financial Officer since July 2021. He was our Chief Executive Officer from April 2021 until August 2022. Mr. Tsang has over 20 years of experience in capital markets, with a strong track record of success in private equity, M&A transactions, and PIPE investments. Since 2022, Mr. Tsang has been the non-executive director of Unity Group Holdings International Limited (SEHK:1539), a publicly listed investment company engages in the leasing and trading of energy saving products in Hong Kong. During his 15-year career at Templeton from 2005 to 2007 and from 2008 to 2020, Mr. Tsang served in various positions, including Co-head of Private Equity (North Asia) at Templeton Asset Management Limited and a Partner of Templeton Private Equity Partners, Partner, Senior Executive Director, and Vice President. Mr. Tsang was responsible for the overall investment, management, and operations activities of Templeton Private Equity Partners in North Asia. His role encompassed overseeing the analysis and evaluation of opportunities for strategic equity investments in Asia. From July 2007 to June 2008, Mr. Tsang joined Lehman Brothers, where he managed private equity projects in Hong Kong, China, Taiwan and the United States. Mr. Tsang served as the Chief Executive Officer and Chairman of Model Performance Acquisition Corp., from March 2021 and July 2021 respectively, until it closed its business combination with MultiMetaVerse Inc. in January 2023. Since November 2022, he has served as the Chief Executive Officer, Chairman and Director of A Paradigm Acquisition Corp. He previously served as the Chief Executive Officer and, since June 2021, became the Chief Financial Officer and, since January 2024, serves as a director of JVSPAC Acquisition Corp. Since February 2024, Mr. Tsang served as a director of International Media Acquisitions Corp. Mr. Tsang has served, since April 2021, as the Chief Executive Officer, and since July 2021, as the Chairman and Chief Financial Officer of A SPAC I Acquisition Corp. Mr. Tsang has served as the Director and Chief Executive Officer of A SPAC (HK) Acquisition Corp since February 2022 and March 2022, respectively. Mr. Tsang served as a director of the CFA Society of Hong Kong from 2013 to 2019. Mr. Tsang obtained a postgraduate certificate in sustainable business from the University of Cambridge in 2023, a Master of Business Administration from the University of Chicago Booth School of Business in 2017, a bachelor’s degree in law from Tsinghua University in 2005, and a bachelor’s degree in engineering from the Chinese University of Hong Kong in 1998. Mr. Tsang is also a CFA charter holder and a Certified ESG Analyst (CESGA) certification holder.

We believe that Ms. Shie is qualified to serve as our Chief Executive Officer based on her experience in entrepreneurship.

Mr. Claudius Tsang has served as our Chief Financial Officer since July 2021. He was our Chief Executive Officer from April 2021 until August 2022. Mr. Tsang has over 20 years of experience in capital markets, with a strong track record of success in private equity, M&A transactions, and PIPE investments. Since 2022, Mr. Tsang has been the non-executive director of Unity Group Holdings International Limited (SEHK:1539), a publicly listed investment company engages in the leasing and trading of energy saving products in Hong Kong. During his 15-year career at Templeton from 2005 to 2007 and from 2008 to 2020, Mr. Tsang served in various positions, including Co-head of Private Equity (North Asia) at Templeton Asset Management Limited and a Partner of Templeton Private Equity Partners, Partner, Senior Executive Director, and Vice President. Mr. Tsang was responsible for the overall investment, management, and operations activities of Templeton Private Equity Partners in North Asia. His role encompassed overseeing the analysis and evaluation of opportunities for strategic equity investments in Asia. From July 2007 to May 2008, Mr. Tsang joined Lehman Brothers, where he managed private equity projects in Hong Kong, China, Taiwan and the United States. Mr. Tsang served as the Chief Executive Officer and Chairman of Model Performance Acquisition Corp., from March 2021 and July 2021 respectively, until it closed its business combination with MultiMetaVerse Inc. in January 2023. Since November 2022, he has served as the Chief Executive Officer, Chief Financial Officer and Chairman of A Paradise Acquisition Corp. He has served as the Chief Executive Officer since September 2021 and, since July 2024, served as the Chief Financial Officer and Chairman of JVSPAC Acquisition Corp. From February 2024 to July 2024, Mr. Tsang served as a director of International Media Acquisition Corp. Mr. Tsang has served, from April 2021, as the Chief Executive Officer, and from July 2021, as the Chairman and Chief Financial Officer of A SPAC I Acquisition Corp, until it closed its business combination with NewGenIvf Group Limited in April 2024. Since 2021, Mr. Tsang has been a Director of A SPAC (Holdings) Group Corp, which engages in SPAC sponsorship and project management. Mr. Tsang has served, since September 2021, as the Chief Executive Officer, and since July 2024, as the Chief Financial Officer and Chairman of A SPAC III Acquisition Corp. Mr. Tsang has served as the Director and Chief Executive Officer of A SPAC (HK) Acquisition Corp from February 2022 and March 2022, respectively, until the company’s dissolution in February 2025. Mr. Tsang served as a director of the CFA Society of Hong Kong from 2013 to 2019. Mr. Tsang obtained a postgraduate certificate in sustainable business from the University of Cambridge in 2023, a Master of Business Administration from the University of Chicago Booth School of Business in 2017, a bachelor’s degree in law from Tsinghua University in 2005, and a bachelor’s degree in engineering from the Chinese University of Hong Kong in 1998. Mr. Tsang is also a CFA charter holder and a Certified ESG Analyst (CESGA) certification holder.

We believe that Mr. Tsang is qualified to serve as our Chief Financial Officer based on his experience and expertise.

Mr. Malcolm F. MacLean IV has served as our Independent Non-executive Chairman since May 2022. Mr. MacLean has almost 3 decades of experience in the global investment business with a focus on the acquisition of private and public real estate debt and equity securities and direct property throughout Japan and non-Japan Asia, the United States and Europe, having structured and consummated over US$20 billion of investments over his career. Since its inception in 2006, Mr. MacLean has been the Founder, Managing Partner and Director of Star Asia Group, with offices in Tokyo and the U.S. Mr. MacLean is responsible for the day-to-day investment activities at the firm as Co-chair of the Investment Committee. Since its inception in December 2006, Star Asia Group has acquired or developed over $9 billion of real estate and real estate related assets. In 2009, Mr. MacLean co-founded Taurus Capital Partners LLC, which makes opportunistic investments in public and private companies, partnerships and other structured vehicles globally. Previously, Mr. MacLean was the President, Portfolio Manager and Head Trader for Mercury Global Real Estate Advisors LLC, a global real estate investment firm with offices in Greenwich, Tokyo, Singapore and Hong Kong. In addition, Mr. MacLean has extensive experience as Lead Manager in originating, structuring and executing equity, debt and M&A transactions for public and private real estate companies globally having advised in and completed transactions totaling in excess of $15 billion while an investment banker for eight years (1992-1999). Mr. MacLean was a Senior Vice President of PaineWebber’s and Kidder Peabody & Co’s (now UBS) Real Estate Investment Banking Groups in New York. Through one of the Star Asia Group entities, Mr. MacLean is the sponsor of Star Asia Investment Corporation (TSE: 3468), a publicly traded JREIT with approximately JPY260 billion of assets under management in 2021. Since 2019, he has been a Member of the Board of Directors of Polaris Holdings Co., Inc. (TSE: 3010), an owner and operator of hotels in Japan. Mr. MacLean studied International Economics at Cambridge University in England and graduated from Trinity College in Hartford, Connecticut with a B.A. in Economics and Law.

We believe Mr. MacLean is qualified to serve on our board of directors based on his global investment experience.

Mr. Anson Chan has served as our director since May 2022. Mr. Chan has over 20 years of experience in investment, capital markets and corporate management. Since 2007, Mr. Chan has served as the Chairman and Chief Executive Officer of Bonds Group of Companies*, a multi-national investment company with businesses ranging from financial investments to real estate development, investment property management and hotel operations. The Bonds Group of Companies* owns and operates commercial, retail, hotel, and residential properties in prime locations in China, Taiwan, Singapore, Canada, the USA, and the U.K. Under Mr. Chan’s leadership, the Bonds Group of Companies* has expanded to approximately $2 billion in net assets. From 2005 to 2008, Mr. Chan was a Senior Advisor to the Hong Kong office of Elliott Associates, a leading U.S. based activist investment fund manager with assets under management of over $10 billion. From 2000 to 2004, Mr. Chan was an Associate Director for Nomura International, a leading Japanese investment bank. While at Nomura International, Mr. Chan was responsible for finding and structuring investments into pre-IPO investments. From 1998 to 2000, Mr. Chan was at AIG Investment Corporation (“AIGIC”), a subsidiary of AIG that provided investment advice and asset management services. He was responsible for developing new investment opportunities in private equity and oversaw the Pearl River Delta Fund’s divestment process. Mr. Chan obtained his Bachelor of Arts degree with a double major in Economics and Political Science from the University of California, Berkeley, and an M.B.A. from University of Toronto, Canada. He is currently enrolled in a Ph.D. programme at Fudan University’s School of International Relations and Public Administration in Shanghai, China.

*NoteWe 1:believe ~~The~~that ~~“Bonds Group~~Mr. ofChan ~~Companies”~~is ~~refers~~qualified to aserve ~~group~~on ofour ~~private~~board ~~affiliated~~of ~~companies~~directors ~~beneficially-owned~~based byon ~~the~~his ~~Bonds~~investment ~~Chan~~and ~~Family~~corporate ~~Unit Trust~~management expertise.

* Note 1: The “Bonds Group of Companies” isrefers ~~NOT,~~to ~~per~~a ~~se,~~group aof ~~registered~~private ~~legal~~affiliated ~~entity~~companies beneficially-owned by the Bonds Chan Family Unit Trust.

Mr. Ka Wo Chan has served as our director since May 2022. Mr. Chan has over a decade of experience in capital markets and entrepreneurship, where he ran a conglomerate that covers the spectrum from finance to luxury experiences and consumer goods. Under his leadership, the conglomerate grew to encompass Best Leader Precious Metals Limited, Best Leader Wealth Management Limited, and Shenzhen Qianhai Best Leader Precious Metals Limited, which provide trading services in precious metals, gold bullions and commodities to retail clients, institutions and wealth management services across Asia. Since its establishment, Mr. Chan has expanded the business across Australia and the Asia Pacific region. In 2017, Mr. Chan established Sweetbriar Equine Ltd., a company focused on breeding and nurturing equestrian thoroughbred horses. Since 2016, Mr. Chan has been the Founder, Chairman and Chief Executive Officer of House of Connoisseur Ltd., a premium wine importer, wholesaler and retailer in Hong Kong. Under Mr. Chan’s strategic leadership, House of Connoisseur Ltd. has become a recognized brand name in the local wine industry with over $15 million annual sales turnover in 2020. Mr. Chan is also Co-chairman of the 2020/2021 Flag Day Organizing Committee of the Community Chest, Chinese People’s Political Consultative Conference Member of the 12th Hubei Province Committee, the fifth council member of the China Overseas Friendship Association. Mr. Chan obtained his bachelor’s degree in 2017 from the University of Management & Technology.

The “Bonds Group of Companies” is NOT, per se, a registered legal entity

Mr. Ka Wo Chan has served as our director since May 2022. Mr. Chan has over a decade of experience in capital markets and entrepreneurship, where he ran a conglomerate that covers the spectrum from finance to luxury experiences and consumer goods. Under his leadership, the conglomerate grew to encompass Best Leader Precious Metals Limited, which provides trading services in precious metals, gold bullions and commodities to retail clients, institutions and wealth management services across Asia. Since its establishment, Mr. Chan has expanded the business across Australia and the Asia Pacific region. In 2017, Mr. Chan established Sweetbriar Equine Ltd., a company focused on breeding and nurturing equestrian thoroughbred horses. Since 2016, Mr. Chan has been the Founder, Chairman and Chief Executive Officer of House of Connoisseur Ltd., a premium wine importer, wholesaler and retailer in Hong Kong. Under Mr. Chan’s strategic leadership, House of Connoisseur Ltd. has become a recognized brand name in the local wine industry. Mr. Chan is also Co-chairman of the 2020/2021 Flag Day Organizing Committee of the Community Chest, Chinese People’s Political Consultative Conference Member of the 12^th Hubei Province Committee, the fifth council member of the China Overseas Friendship Association. Mr. Chan obtained his bachelor’s degree in 2017 from the University of Management & Technology.

We believe that Mr. Chan is qualified to serve as our director based on his management, entrepreneurship and capital markets expertise.

Mr. Bryan Biniak has served as our Independent Director since May 2022. Mr. Biniak has over 25 years of experience in corporate management, business development, product innovation and entrepreneurship within a range of industries, spanning the technology, mobile, automotive, digital commerce and entertainment sectors. Since 2021, Mr. Biniak has served as a President and Chief Marketing Officer at Songtradr and General Manager of Bandcamp Inc., a B2B music technology company. In 2016, Mr. Biniak cofounded ConnectedTravel, a connected vehicle platform and application services company, and has served as the Chairman and Chief Executive Officer since its establishment. From 2015 to 2016, Mr. Biniak was an Entrepreneur in Residence at NGP Capital, Nokia Corporation’s venture capital company where he led virtual reality, augmented reality, and mixed reality strategy and investments. Mr. Biniak accumulated extensive experience from his previous positions as General Manager and Partner at Microsoft from 2014 to 2015, and Global Vice President and General Manager at Nokia from 2010 to 2014 where he led their global app store business, developer ecosystem, platform and tool development supporting Nokia’s numerous device owners. He founded and served Chief Executive Officer at Jacked, a provider of interactive television application services for sports broadcasting from 2006 to 2010. Mr. Biniak also serves as a board member at numerous institutions, including Los Angeles Auto Show and AutoMobility LA since 2014, Boston University’s College of Arts & Sciences since 2009, and has been a member of the board of trustees at New Roads School in California since 2019. Mr. Biniak holds a Bachelor of Arts in International Relations, Business and Economics from Boston University.

We believe Mr. Biniak is qualified to serve on our board of directors based on his corporate and business management expertise.

Mr. Paul Cummins has served as our Independent Director since May 2022. Mr. Cummins has almost three decades of experience in investment, accountancy, strategic management, and business management. In 2008, Mr. Cummins co-founded Pyrrho Management Ltd., a family investment fund with assets and investments across the globe, and has served as Investment Director. Mr. Cummins is responsible for managing the company’s global assets, seeking new investment opportunities, and overseeing the strategic development of the company. From 2005 to 2008, Mr. Cummins served as Chief Financial Officer for Sino Era Ltd. and Yifung Alternative Energy Ltd., an alternative energy business. From 2000 to 2005, Mr. Cummins served as Senior Trader for Nomura International Plc. London and Hong Kong under Nomura’s proprietary investment team. From 1998 to 2000, Mr. Cummins served as Senior Manager at KPMG Hong Kong. Over the years, Mr. Cummins has cumulated extensive experience from his directorship and partnerships at numerous companies, including as Director at Crimson Tiger Ltd. since 2016 and Non-executive Chairman at Pacific Jade Corporate Services Limited and its predecessors since 2011. Mr. Cummins is a Chartered Accountant in England and Wales. Mr. Cummins holds a bachelor’s degree in Economics from the University of Kingston.

We believe Mr. Cummins is qualified to serve on our board of directors based on his investment, accountancy, strategic management and business management expertise.

Investment Criteria

Consistent with our strategy, we primarily seek to acquire one or more growth businesses with a total enterprise value of between $800,000,000 and $2,000,000,000. Although we may decide to enter into our initial business combination with a target business that does not meet the criteria described below, we have identified the following general criteria and guidelines as we evaluate prospective target companies:

●

Distinct competitive advantage and/or underexploited growth opportunities that our team is positioned to identify;

We seek target companies that have competitive advantages and/or underexploited expansion opportunities that can benefit from access to additional capital as well as expertise. We believe a large number of companies suffer from a lack of insightful strategy and capital for growth. We target businesses that possess favorable future growth characteristics, combined with a durable business model that is resistant to macroeconomic volatility. Our management team has significant experience in identifying such targets and in helping target management assess the strategic and financial fit.

●

Strong management team that can create significant value for the target company;

We seek to identify companies with strong and experienced management team. We believe we can provide a platform for the existing management team to leverage the experience of our management team. We believe that the operating expertise of our management team will be well suited to complement a target’s management team.

●

Ready to be public, and will benefit from access to capital market;

We look for public-ready management teams that have a track record of value creation for their shareholders, with the ambition to take advantage of the improved liquidity and additional capital that can come from a successful listing in the United States. We believe that there are a substantial number of potential target businesses with appropriate valuations that can benefit from a public listing and new capital to support significant revenue and earnings growth.

●

Exhibit unrecognized value or other characteristics that we believe have been misevaluated by the market;

We seek target companies which exhibit characteristics that we believe have been overlooked or misevaluated by the marketplace based on our company-specific analyses and due diligence. We intend to leverage the significant experience and disciplined investment approach of our team to identify opportunities to unlock value that our experience in complex situations allows us to pursue.

Sources of Potential Business Combination Targets

We believe that the operational and transactional experience of our management team and their respective affiliates, and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses, relationships with sellers and company executives, as well as through our collective experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships will provide us important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Our search for a business combination, ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected by factors beyond our control.

Other Acquisition Considerations

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our ~~sponsor~~Sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our ~~sponsor~~Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

~~Our sponsor,~~We ~~officers, and directors~~ have ~~agreed that we will have~~ only 2739 months from the closing of the IPO to complete our initial business combination. If we are unable to complete our initial business combination within such 2739-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (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 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 British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our public warrants, public rights or private placement warrants. The warrants and rights will expire worthless if we fail to complete our initial business combination within the 2739-month time period.

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 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 Class A ordinary shares and/or private placement warrants following the IPO, 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 British Virgin 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 British Virgin 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 ~~sponsor~~Sponsor, officers ~~and~~ and directors are, and may become a sponsor, an officer or director of other special purpose acquisition companies (“SPAC”) with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Notwithstanding that, such officers and directors will continue to have a pre-existing fiduciary obligation to us, and we will, therefore, have priority over any special purpose acquisition companies they subsequently join.

Permission Required from the PRC Authorities for a Business Combination and Relevant PRC Regulations

We are a blank check company incorporated in the British Virgin Islands with no operations or subsidiaries in China. We are not a PRC operating entity and currently do not own or control any equity interest in any PRC company or operate any business in China. The China Securities Regulatory Commission (the “CSRC”) has not issued any definitive rule or interpretation concerning whether listing of our securities are subject to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), and we believe that we are not required to obtain any licenses or approvals, under applicable PRC laws and regulations, for our listing on Nasdaq and seeking a target for the initial business combination. Further, according to the Measures for Cybersecurity Review, which was promulgated on December 28, 2021 and became effective on February 15, 2022, online platform operators holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad. As we are a blank check company and are not involved in the collection of personal data of at least 1 million users or implicate cybersecurity and we will not undertake our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau), we do not believe that we are, or the post-combination entity will be, a “network platform operator(s)”, or subject to the cybersecurity review of the Cyberspace Administration of China (the “CAC”). As of the date hereof, we have not received any inquiry, notice, warning, sanction or any regulatory objection to our listing from any relevant PRC authorities.

Further, we do not consider ourselves a PRC operating entity or a China-based issuer, in particular, as specified in the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines promulgated by the CSRC on on February 17, 2023, which became effective on March 31, 2023. According to the Trial Administration Measures, an issuer is a “domestic [Chinese] company” if the issuer meets both of the following conditions and thus, subject to the requirements for domestic ~~[Chinese]~~ Chinese companies seeking to offer or list securities overseas, both directly and indirectly, thereunder: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; and (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China.” We are a blank check company incorporated in the British Virgin Islands with no operation of our own except searching for a non-China-based target for our initial business combination. Furthermore, we do not own or control any equity interest in any PRC company or operate any business in China, and during the fiscal year ended December 31, ~~2023~~2024, we did not have 50% or more of our total assets, net assets, revenues or profits located or generated in China.

As of the date of this Annual Report, no transfers, dividends, or distributions have been made by us. We have not adopted or maintained any other cash management policies and procedures and need to comply with applicable law or regulations with respect to transfer of funds, dividends and distributions, if any. Given that we are not a China-based issuer or expect to be a China-based issuer upon the consummation of our initial business combination, we are not subject to, or are not expected to become subject to, the foreign exchange control rules of the PRC.

However, applicable laws, regulations, or interpretations of the PRC may change, and the relevant PRC government agencies could reach a different conclusion. There is also possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded that such approval was not required when in fact it was. If prior approval was required while we inadvertently concluded that such approval was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain the approval in the future, we may face regulatory actions or other sanctions from relevant Chinese regulatory authorities. These authorities may take actions that could have a material adverse effect upon our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our securities. In addition, any changes in the PRC law, regulations, or interpretations may severely affect our operations. Further, if we are required by the Trial Measures to file with the CSRC, we cannot assure you that we will be able to complete such filings in a timely manner, or at all. The CSRC or other Chinese regulatory agencies may also take actions requiring us, or making it advisable for us, be subject to other severe consequences, which would materially affect the interest of the investors. To that extent, we may not be able to conduct the process of searching for a potential target company. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to continue to offer the securities, causing significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause the securities to significantly decline in value or become worthless.

Recent PCAOB Developments

We are a blank check company incorporated in the British Virgin Islands with our office located in Singapore. We have no operations or subsidiaries in China and will not undertake our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). Our auditor, Marcum Asia CPAs LLP (formerly Marcum Bernstein & Pinchuk LLP) (“Marcum Asia”), headquartered in New York City, is an independent registered public accounting firm registered with the United States Public Company Accounting Oversight Board (“PCAOB”) and is subject to laws in the United States pursuant to which PCAOB conducts regular inspections to assess Marcum Asia’s compliance with applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor. Our auditor is not headquartered in mainland China or Hong Kong and was not identified in any report as a firm subject to the PCAOB’s determination.

We will not pursue a business combination with a China-based target, however, we may be subject to Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023 (the “HFCAA”) and related regulations if we pursue an opportunity with a foreign company. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if signed into law, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. On December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years. For instance, the HFCAA would restrict our ability to consummate a business combination with a target business unless that business met certain standards of the PCAOB and would require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for two consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those based in China. We may not be able to consummate a business combination with a favored target business due to these laws.

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. The HFCAA mandates the SEC to identify issuers of SEC-registered securities whose audited financial reports are prepared by an accounting firm that the PCAOB is unable to inspect due to restrictions imposed by an authority in the foreign jurisdiction where the audits are performed. If such identified issuer’s auditor cannot be inspected by the PCAOB for two consecutive years, the trading of such issuer’s securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.

Future developments in respect of increased U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures.

Other developments in U.S. laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.) 13959, “Addressing the Threat from Securities Investments That Finance Communist Chinese Military Companies,” may further restrict our ability to complete a business combination with certain China-based businesses.

Enforceability of Civil Liability

Specifically, our Chief Executive Officer, Serena Shie, and our Chief Financial Officer, Mr. Claudius Tsang, and Mr. Anson Chan and Mr. Ka Wo Chan, two of our five directors, are located in China. Further, there is uncertainty if any officers and directors of the post-combination entity will be located inside the Unites States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to effect service of process within the United States upon us or these persons, or to enforce judgments in China, Macau or Hong Kong that are obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. At present, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries and regions, and you may have to incur substantial costs and contribute significant time to enforce civil liabilities and criminal penalties in reliance on legal remedies under PRC laws. As a result, there is no guarantee that a PRC court would enforce a judgment rendered by a court in the U.S. Recognition and enforcement in the PRC of judgement of United States courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

In addition, it is possible that the courts in Singapore may not (i) recognize and enforce judgments of courts in the United States, based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States (ii) enter judgments in original actions brought in the Singapore courts based solely on the civil liability provisions of these securities laws. An in personam final and conclusive judgment in the federal or state courts of the United States under which a fixed or ascertainable sum of money is payable may generally be enforced as a debt in the Singapore courts under the common law as long as it is established that the Singapore courts have jurisdiction over the judgment debtor. Additionally, the court where the judgment was obtained must have had international jurisdiction over the party sought to be bound in the local proceedings. However, the Singapore courts are unlikely to enforce a foreign judgment if (a) the foreign judgment is inconsistent with a prior local judgment that is binding on the same parties; (b) the enforcement of the foreign judgment would contravene the public policy of Singapore; (c) the proceedings in which the foreign judgment was obtained were contrary to principles of natural justice; (d) the foreign judgment was obtained by fraud or (e) the enforcement of the foreign judgment amounts to the direct or indirect enforcement of a foreign penal, revenue or other public law.

In particular, the Singapore courts may potentially not allow the enforcement of any foreign judgment for a sum payable in respect of taxes, fines, penalties or other similar charges, including the judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States. In respect of civil liability provisions of the United States federal and state securities law which permit punitive damages against us and our directors or executive officers, we are unaware of any decision by the Singapore courts which has considered the specific issue of whether a judgment of a United States court based on such civil liability provisions of the securities laws of the United States or any state or territory of the United States is enforceable in Singapore.

Management Operating and Investment Experience

We believe that our executive officers possess the experience, skills and contacts necessary to source, evaluate, and execute an attractive business combination. See the section titled “Management” for complete information on the experience of our officers and directors. Notwithstanding the foregoing, our officers and directors are not required to commit their full time to our affairs and will allocate their time to other businesses. We presently expect each of our employees to devote such amount of time as they reasonably believe is necessary to our business. The past successes of our executive officers and directors do not guarantee that we will successfully consummate an initial business combination.

As more fully discussed in “Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, he may be required to present such business combination opportunity to such entity, subject to his or her fiduciary duties under British Virgin Islands law, prior to presenting such business combination opportunity to us. Most of our officers and directors currently have certain pre-existing fiduciary duties or contractual obligations.

Emerging Growth Company Status and Other 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 (a) following the fifth anniversary of the date of the 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 are held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 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 Item 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 that year’s second fiscal quarter, 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 end of that year’s second fiscal quarter.

Competition

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could complete a business combination with utilizing the net proceeds of our IPO, our ability to compete in completing a business combination with certain sizable target businesses may be limited by our available financial resources. Furthermore, the requirement that, so long as our securities are listed on Nasdaq, we acquire a target business or businesses having a fair market value equal to at least 80% of the value of the trust account (less any deferred underwriting commissions and any taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the agreement to enter into the business combination, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights, and our outstanding private placement warrants and the potential future dilution they represent, may not be viewed favorably by certain target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.

Employees

We currently have two (2) officers . These individuals are not obligated to devote any specific number of hours to our matters but hethey ~~intends~~intend to devote as much of ~~his~~their time as hethey ~~deems~~deem necessary to our affairs until we have completed our initial business combination. The amount of time hethey will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination.

ITEM 1A. RISK FACTORS

Incorporated by reference to the “Risk Factors” section to the Prospectus filed with the SEC on May 3, 2022.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability continue as a “going concern.”

As of December 31, ~~2023~~2024, ~~the~~ the Company had $~~442~~140,~~147~~981 in cash outside of the Trust Account, and a working capital deficit of $~~319~~280,~~282 (excluding investments in Trust Account and deferred underwriting fee payable)~~411. Further, the Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant expenses in connection with our initial business combination activities. Management’s plans to address any need for additional capital are discussed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, if the Company is unable to complete a business combination by August 5, ~~2024~~2025 (unless extended), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a business combination will be successful within the Combination Period. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements contained elsewhere in this Form 10-K do not include any adjustments that might result from the outcome of this uncertainty.

AsWhile the ~~number~~pace of IPOs of new special purpose acquisition companies has ~~evaluating~~slowed ~~targets~~down ~~increases~~recently, it is still possible that attractive targets may become more scarce, and ~~there~~the ~~may be increased~~ competition for ~~attractive~~ these targets could intensify. This could increase the cost of our initial business combination and it could even result in our inability to find a target or to consummate an initial business combination.

InWhile ~~recent years,~~ the ~~number~~ formation of ~~special~~SPACs ~~purpose~~had ~~acquisition~~surged ~~companies~~in ~~that~~recent ~~have~~years, ~~been~~the ~~formed~~pace of new SPAC IPOs has ~~increased~~slowed ~~substantially~~down recently. Many potential targets for ~~special~~SPACs ~~purpose acquisition companies~~ have already entered into an initial business ~~combination~~combinations, and although ~~there~~fewer SPACs are ~~still~~currently ~~many~~entering ~~special~~the ~~purpose~~market, ~~acquisition companies~~there ~~preparing~~are ~~for~~still ancompanies ~~initial~~in ~~public~~the ~~offering,~~pipeline aspreparing ~~well~~for aspublic ~~many~~offerings ~~such~~or ~~companies~~ currently in registration. As a result, ~~at times,~~ fewer attractive targets may beremain available to consummate an initial business combination.

In addition, ~~because~~even ~~there are~~though ~~more~~the ~~special~~pace ~~purpose~~of ~~acquisition~~IPOs ~~companies~~of ~~seeking~~new tospecial ~~enter~~purpose ~~into~~acquisition companies anhas ~~initial~~slowed ~~business~~down ~~combination with available targets~~recently, ~~the~~ competition for available targets with ~~attractive~~strong fundamentals or business models ~~may~~could still remain or increase,. ~~which~~This ~~could~~heightened ~~cause~~competition ~~targets~~may lead target companies to demand improved financial terms. Attractive ~~deals~~targets could also become more scarce for other reasons, such as ~~economic~~downturns orin ~~industry~~the ~~sector~~economy ~~downturns~~or specific industries, geopolitical tensions, or increases in the cost of ~~additional~~ capital ~~needed~~required to close business combinations or operate ~~targets~~ post-business combination. ~~Together,~~ ~~this~~These factors could increase the cost of, delay , or ~~otherwise~~ complicate ~~or frustrate~~ our ability to find and consummate an initial business combination, and may result in our inability to consummate ana ~~initial~~ business combination on terms favorable to our shareholders ~~altogether~~.

IfWe wemay ~~were considered to be a “foreign person,” we might~~ not be able to complete an initial business combination with a U.S. target company ifsince such initial business combination is may be subject to U.S. foreign investment regulations orand review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

~~Our~~The ~~sponsor~~Committee ison ~~controlled~~Foreign Investment byin orthe ~~has substantial ties with non-~~U.S. ~~persons~~(“CFIUS”) ~~domiciled~~is ~~outside~~an ~~the~~interagency ~~U.S.~~committee ~~Acquisitions~~authorized to review certain transactions involving acquisitions and investments in bythe ~~non-~~U.S. by foreign persons in ~~certain~~ order to determine the effect of such transactions on the national security of the U.S. ~~businesses~~CFIUS ~~may~~has bejurisdiction to ~~subject~~review totransactions ~~rules~~that orcould ~~regulations~~result ~~that~~in ~~limit~~control ~~foreign~~of ~~ownership~~a U.S. ~~CFIUS~~business isdirectly anor ~~interagency~~indirectly ~~committee~~by ~~authorized~~a ~~to review~~foreign person, certain ~~transactions~~non-controlling investments ~~involving~~that ~~investments~~afford bythe foreign ~~persons~~investor non-passive rights in a “TID U.S. ~~businesses~~business” ~~that~~(defined ~~have~~as a ~~nexus~~U.S. tobusiness ~~critical~~that (1) ~~technologies~~produces, ~~critical infrastructure~~designs, ~~and/or~~tests, ~~sensitive~~manufactures, ~~personal~~fabricates, ~~data~~or indevelops ~~order~~one toor ~~determine~~more ~~the~~critical ~~effect~~technologies; of(2) ~~such~~owns ~~transactions~~or onoperates ~~the~~certain ~~national~~critical infrastructure; ~~security~~or of(3) ~~the~~collects ~~U.S. Were~~or wemaintains ~~considered~~directly toor beindirectly asensitive ~~“foreign~~personal ~~person”~~data ~~under~~of ~~such~~U.S. ~~rules~~citizens), and ~~regulations~~certain acquisitions, leases, ~~any~~and ~~proposed~~concessions ~~business~~involving ~~combination~~real ~~between~~estate ~~us and~~even awith no underlying U.S. business. ~~engaged~~Certain incategories aof ~~regulated~~acquisitions ~~industry~~of orand ~~which~~investments in ~~may~~a ~~affect~~U.S. ~~national~~business ~~security~~also ~~could~~may be subject to ~~such~~a ~~foreign ownership restrictions, CFIUS review and/or~~ mandatory ~~filings~~notification requirement.

IfOur sponsor, A SPAC II (Holdings) Corp., a British Virgin Islands company, is controlled by Mr. Anson Chan and Mr. Ka Wo Chan, non-U.S. persons. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as our ~~potential~~sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business ~~falls~~may ~~within~~be subject to CFIUS review, the scope of ~~foreign~~which ~~ownership~~was ~~restrictions,~~expanded weby ~~may~~the ~~not~~Foreign beInvestment ~~able~~Risk Review Modernization Act of 2018 (“FIRRMA”), to ~~consummate~~include certain non-passive, non-controlling investments in sensitive U.S. anbusinesses ~~initial~~and ~~business~~certain ~~combination~~acquisitions of real estate even with ~~such~~no underlying U.S. business. InFIRRMA, ~~addition~~and subsequent implementing regulations that are now in force, ifalso subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may bedetermine that we are required to make a mandatory filing or ~~determine~~that we towill 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., ~~The~~which ~~potential limitations and risks~~ may limit the attractiveness of ~~a transaction with us~~ or ~~prevent~~ prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ~~ownership~~ ownership issues.

Moreover, the process of ~~government~~ government review, whether by the CFIUS or otherwise, could be lengthy. ~~Because~~and we have ~~only a~~ limited time to complete our ~~initial~~Business ~~business~~Combination. If we cannot ~~combination,~~complete our ~~failure~~Business toCombination ~~obtain~~by ~~any~~August ~~required~~5, ~~approvals~~2025 ~~within~~because the ~~requisite~~review ~~time-period~~process drags on beyond the Combination Period or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may ~~require~~be usrequired to liquidate. If we liquidate, ~~our~~ our public shareholders may only receive their pro rata share of amounts 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.

InIf ~~addition~~we are deemed to ~~any~~be ~~“Risk Factors”~~an ~~disclosed~~investment incompany under ~~our~~the ~~Prospectus~~Investment ~~filed~~Company ~~with~~Act, ~~the~~we ~~SEC~~may onbe ~~May~~required 3,to ~~2022,~~institute weburdensome ~~believe~~compliance ~~the~~requirements ~~risks~~and ~~described~~our ~~below~~activities ~~outline~~may ~~additional~~be restricted, ~~items~~which ofmay ~~most~~make ~~concern~~it todifficult 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, each of which may make it difficult for us to complete our Business Combination.

In addition, we may have imposed upon us burdensome requirements, including:

●

registration as an investment company with the SEC;

●

adoption of a specific form of corporate structure; and

●

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

We do not believe that our 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 U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. 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. Notwithstanding an investment of proceeds in government securities, we could nevertheless be considered to be operating as an unregistered investment company, and the longer we hold such securities, the more likely it is that we would be considered an unregistered investment company. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. 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 have not consummated a business combination by the Combination Period, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public shareholders and our warrants to purchase Class A ordinary share and our rights to receive one-tenth of one Class A ordinary share will expire worthless.

Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant impact on our business and prospects.

Even though we are a blank check company incorporated in the British Virgin Islands, a majority of our officers and directors have significant ties to China. Accordingly, economic, political and legal developments in the PRC may significantly affect our business and prospects. Policies, regulations, rules, and the enforcement of laws of the PRC government may change quickly with little advance notice, which can have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. If those significant ties continue in existence following our initial business combination, our post-combination entity’s business, financial condition and results of operations may be subject to changes in policies by the PRC government, including changes in laws, regulations or their interpretation, particularly those dealing with the internet, including censorship and other restriction on material which can be transmitted over the internet, security, intellectual property, money laundering, taxation and other laws that affect our post-combination entity’s ability to operate its business.

1314

Even though we are not a ~~China-based~~company ~~issuer,~~incorporated in China, the ~~sponsor~~Sponsor and a majority of our officers and directors have significant ties to China. The Chinese government may exercise ~~significant~~ significant oversight and discretion over the conduct of our business and may intervene in or influence its operations at any time, which could result in a material change in its operations and/or the value of our securities. We ~~are~~believe ~~also~~that we are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if the relevant PRC government agencies decide that we were required to obtain approval and we were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange, which would materially affect the interest of our investors.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Even though we are not a ~~PRC~~company ~~operating~~incorporated ~~entity~~in ~~or a~~ China~~-based issuer~~, the ~~sponsor~~Sponsor and a majority of our officers and directors are located in China. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof.

It is possible that in the future, we could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. In that case, we may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply, and such compliance or any associated inquiries or investigations or any other government actions may require significant management time and attention; and subject us to remedies, administrative penalties and even criminal liabilities that may harm the post-combination entity’s business, including fines assessed for its current or historical operations that it modifies or even cease its business practices.

As we are neither a China-based company under the Trial Measures nor a PRC operating entity, given that (a) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings and listing like ours are subject to the M&A Rules; and (b) our company is a blank check company incorporated in the British Virgin Islands rather than in China and currently our company does not own or control any equity interest in any PRC company or operate any business in China, we believe that we are not required to obtain any licenses or approvals, under applicable PRC laws and regulations, for our operation or listing on Nasdaq and while seeking a target for the initial business combination. Further, according to the Measures for Cybersecurity Review, which was promulgated on December 28, 2021 and became effective on February 15, 2022, online platform operators holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad. As we are a blank check company and are not involved in the collection of personal data of at least 1 million users or implicate cybersecurity, we do not believe that we are, or the post-combination entity will be, a “network platform operator(s)”, or subject to the cybersecurity review of the CAC. As of the date of hereof, we have not received any inquiry, notice, warning, sanction or any regulatory objection to the listing of our securities on Nasdaq from any PRC authorities.

We do not consider ourselves a China-based issuer, in particular, as specified in the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines promulgated by the CSRC on February 17, 2023, which became effective on March 31, 2023. According to the Trial Administration Measures, an issuer is a “domestic [Chinese] company” if if the issuer meets both of the following conditions and thus, subject to the requirements for domestic [Chinese] companies seeking to ~~offer~~ offer or list securities overseas, both directly and indirectly, thereunder: (i) any of the total assets, net assets, revenues or profits of of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; and (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China. Furthermore, we do not own or control any equity interest in any PRC company or operate any business in China, and during the fiscal year ended December 31, ~~2023~~2024, we do not have 50% or more of our total assets, net assets, revenues or profits located or generated in China.

1415

However, applicable laws, regulations, or interpretations of PRC may change, and the relevant PRC government agencies could reach a different conclusion. There is also a possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded that such approval was not required when in fact it was. If prior approval was required while we inadvertently concluded that such approval was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain the approval in the future, we may face regulatory actions or other sanctions from relevant Chinese regulatory authorities. These authorities may take actions that could have a material adverse effect upon our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our securities. In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations. Further, if we are required by the Trial Measures to file with the CSRC, we cannot assure you that we will be able to complete such filings in a timely manner, or even at all. The CSRC or other Chinese regulatory agencies may also take actions requiring us, or making it advisable for us, be subject to other severe consequences, which would materially affect the interest of the investors. To that extent, we may not be able to conduct the process of searching for a potential target company. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to continue to offer the securities, causing significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause the securities to significantly decline in value or become worthless.

China Securities Regulatory Commission and other Chinese government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers. Even though we are not a ~~China~~company ~~based~~incorporated ~~issuer~~in China, if the CSRC or another PRC regulatory body subsequently ~~determines~~ determines that its approval is needed for our listing on Nasdaq or seeking a target for the initial business combination, we cannot predict ~~whether~~ whether we will be able to obtain such approval. As a result, both you and us face uncertainty about future actions by the PRC government ~~that~~ that could significantly affect our ability to continue our listing on Nasdaq and cause the value of our securities to significantly decline or be worthless.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. Even though we are a blank check company incorporated in the British Virgin Islands and a non-China based issuer, our ~~sponsor~~Sponsor and a majority of our officers and directors have significant ties to China. Since this document is relatively new, uncertainties still exist in relation to how soon legislative or administrative regulation making bodies will respond and what existing or new laws, regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our future business combination with a PRC ~~Target~~based ~~Company~~company. Therefore, CSRC and ~~other~~ other Chinese government agencies may exert more oversight and control over offerings that are conducted overseas. If the CSRC or another ~~PRC~~ PRC regulatory body subsequently determines that its approval is needed for our listing on Nasdaq, a business combination, the issuance of of our ordinary shares upon exercise of the rights, or maintaining our status as a publicly listed company outside China, we may face ~~approval~~ approval delays, adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may delay a potential business combination, impose fines and penalties, limit our acquisitions and operations of a target business in China, or take other actions that could materially adversely affect our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our securities. As a result, both you and us face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue our listing on Nasdaq and cause the value of our securities to significantly decline or be worthless.

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

We are a company incorporated under the laws of the British Virgin Islands, and a majority of our directors and officers are nationals or residents of jurisdictions other than the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors.

1516

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. At present, China does not have any treaties or other forms of written arrangement with the U.S. that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. As a result, there is no guarantee that a PRC court would enforce a judgment rendered by a court in the U.S.

It will be difficult for you or overseas regulators to conduct investigations or collect evidence within China. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in the United States may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities regulatory authority of the State Council and the competent departments of the State Council.

Uncertainties with respect to the PRC legal system could have a material adverse effect on us.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protection afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations continue to evolve and are subject to change. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

China’s economic, political and social conditions, as well as changes in any government policies, laws and regulations may be quick with little advance notice and could have a material adverse effect on our business and the value of our securities.

Even though we are a blank check company incorporated in the British Virgin Islands, a majority of our officers and directors have significant ties to China. Accordingly, our business, financial condition, results of operations, prospects and certain transactions we may undertake may be subject, to a significant extent, to economic, political and legal developments in China.

China’s economy differs from other countries’ economies in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past two to three decades, growth has been uneven, both geographically and among various sectors of the economy.

1617

Although China’s economy has been transitioning from a planned economy to a more market oriented economy since the late 1970s, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Changes in any of these policies, laws and regulations may be quick with little advance notice and could adversely affect the economy in China and could have a material adverse effect on our business and the value of our securities.

The PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce new measures that will have a negative effect on us, or more specifically, we cannot assure you that the PRC government will not initiate possible governmental actions or scrutiny to us, which could substantially affect our operation and the value of our securities may depreciate quickly.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

As a blank check company, we have no operations and therefore do not have any operations of our own that face material cybersecurity threats. However, we do depend on the digital technologies of third parties, including information systems, infrastructure and cloud applications and services, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. We have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. In the event of a cybersecurity incident impacting us, the management team will report to the board of directors and provide updates on the management team’s incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.

ITEM 2. PROPERTIES

We currently maintain our executive offices at 289 Beach Road, #03-01, Singapore 199552. We consider our current office space adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

1718

part II

Our units began to trade on on Nasdaq, under the symbol “ASCBU” on May 3, 2022. On May 31, 2022, the Company announced that holders of its units may ~~elect~~ elect to separately trade the ordinary shares, warrants and rights included in its units, commencing on or about May 31, 2022. The ordinary shares, warrants and rights started trading on the Nasdaq under the symbols “ASCB,” “ASCBW” and “ASCBR,” respectively. Units not separated ~~continue~~continued to trade on Nasdaq under the symbol “ASCBU”, until the Company’s securities were delisted on September 24, 2024. Subsequent to the delisting, the Company’s Units, Class A ordinary shares, Warrants and Rights are now quoted on Over-the-Counter (OTC) markets under the symbols “ASUUF,” ASCBF,” “ASCWF” and “ASCRF,” respectively. After separation, the ordinary shares, warrants and rights may be recombined to create units.

Holders of Record

At March 2826, ~~2024~~2025, there were 7 5,~~196~~587,~~395~~978 of our Class A ordinary shares held by three shareholders and 100,000 Class B ordinary shares issued and outstanding held by one shareholder of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our 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 our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our Board of Directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under British Virgin Law. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

Pursuant to a Share Exchange Agreement between the Company and A SPAC II (Holdings) Corp. (the “Sponsor”), dated December 7, 2023, the Sponsor has transferred and delivered to the Company 4,900,000 Class B ordinary shares of the Company in exchange for 4,900,000 Class A ordinary shares of the Company (the “Share Exchange”). The 4,900,000 Class A ordinary shares issued in connection with the Share Exchange are subject to the same restricted as applied to the Class B ordinary shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering.

Following the Share Exchange, there are 7,196,395 Class A ordinary shares and 100,000 Class B ordinary shares issued and outstanding. As a result of the Share Exchange, the Sponsor holds approximately 68.1% of the Company’s outstanding Class A ordinary shares. The issuance of the 4,900,000 Class A ordinary shares has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

1819

Use of Proceeds

The Company is a ~~newly incorporated~~ blank check company incorporated in the British Virgin Islands as a BVI business company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On May 5, 2022, the Company consummated the IPO of 20,000,000 Units, which includes the partial exercise of the over-allotment option granted to the underwriters. Each Unit consists of one Ordinary Share, one-half of one redeemable Warrant and one Right to receive one-tenth of one Class A ~~Ordinary~~ordinary ~~Share~~share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.

Simultaneously with the closing of the IPO, the Company consummated the Private Placement with A SPAC II (Holdings) Corp., the Company’s ~~sponsor~~Sponsor, of 8,966,000 ~~Private~~ Private Warrants at a price of $1.00 per Private Warrant, generating total proceeds of $8,966,000. The Private Warrants are identical to the public Warrants sold in the IPO, as set forth in the Underwriting Agreement, except as described in the Warrant Agreement.

The Private Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

For a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. [RESERVED]

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 British Virgin Islands as a business company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). We have not yet selected any specific Business Combination target. We intend to effectuate our initial Business Combination using cash from the proceeds of the IPO and the private placement of the private placement warrants (“Private Placement”), the proceeds of the sale of our securities in connection with our initial Business Combination, our shares, debt or a combination of cash, stock and debt.

We expect to continue 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.

1920

Recent Developments

On ~~August~~July 123, ~~2023~~2024, the Company convened its extraordinary general meeting (the “2024 EGM”) at which the shareholders voted pursuant to the definitive proxy statement, filed by the Company with the Securities and Exchange Commission on July 105, ~~2023~~2024 and mailed by the Company to its shareholders ~~on or~~ ~~about July 12, 2023, and its proxy supplement, filed~~ on ~~July 20, 2023 and mailed by the Company to its shareholders on~~ or about July 21 8, ~~2023~~2024.

As of ~~July~~June 620, ~~2023~~2024, the record date for the 2024 EGM, there were 257,~~300~~296,~~000~~395 ordinary shares outstanding and entitled to vote. At the 2024 EGM, there were 226,~~095~~464,~~175~~659 ordinary shares voted by proxy or in person, representing 8788.33 6% of the total ordinary shares as of the record date, and constituting a quorum ~~for~~ for the transaction of business. The shareholders approved the Extension Amendment Proposal, and the ~~NTA~~Company ~~Requirement~~filed ~~Amendment~~the ~~Proposal,~~Third Amended and Restated Memorandum and Articles of Association (the ~~Founder~~“Third ~~Share~~Amended ~~Amendment~~Charter”) ~~Proposal~~with the Registrar of Corporate Affairs at the British Virgin Islands. Pursuant to the Third Amended Charter which is effective on July 23, 2024, the Company has up to 39 months from its initial public offering (i.e., until August 5, 2025) to consummate an initial business combination. The Third Amended Charter was filed as an exhibit to the Current Report on Form 8-K, filed on July 24, 2024.

~~After~~In ~~having~~connection ~~obtained~~with the ~~requisite~~ shareholders’ vote ~~for all the proposals~~ at the 2024 EGM, ~~on August~~ 1, ~~2023~~608,417 ~~the~~additional ~~Company~~Class ~~filed~~A ~~the~~ordinary ~~Second~~shares ~~Amended~~were ~~and~~redeemed ~~Restated Memorandum~~for ~~and~~$18,165,082. ~~Articles~~Immediately after ~~of Association (~~the ~~“Amended~~redemption, ~~Charter”)~~there ~~with~~was ~~the~~approximately ~~Registrar~~$4.38 ofmillion ~~Corporate~~remaining ~~Affairs~~in at the ~~British~~Trust ~~Virgin Islands.~~Account ~~Pursuant~~and toSponsor ~~the~~holds ~~Amended~~approximately ~~Charter~~88.0% ~~which is effective on August 1, 2023,~~ of the Company’s ~~has up to 27 months from its initial public offering (i.e., until August~~ 5,687,978 ~~2024)~~outstanding toordinary ~~consummate an initial business combination~~shares.

On ~~August~~September 113, ~~2023~~2024, anthe Company ~~aggregate~~received a letter (“Delisting Letter”) from the Listing Qualifications Staff of 18Nasdaq,~~003,605~~ ~~ordinary~~which ~~shares~~stated ~~with~~that the Company ~~redemption~~did ~~value~~not ofcomply ~~$190,703,967~~with ~~were~~the ~~tendered~~minimum 400 total shareholders requirement for ~~redemption~~continued inlisting ~~connection~~on the Nasdaq Global Market, and had failed to regain compliance with Nasdaq Listing Rule 5450(a)(2) during the ~~EGM~~extension period which ended on September 11, 2024.

~~Pursuant~~On toSeptember ~~a Share Exchange Agreement entered by and between the Company and the Sponsor dated December 7~~24, ~~2023~~2024, ~~the Sponsor has transferred and delivered to the~~trading ~~Company~~in ~~4,900,000 Class B ordinary shares of~~ the Company’s insecurities ~~exchange~~was ~~for~~suspended ~~4,900,000~~on ~~Class A ordinary shares of the Company (the “Share Exchange”)~~Nasdaq. The ~~4,900,000~~securities ~~Class A Shares issued in connection with the Share Exchange~~ are ~~subject~~now toquoted ~~the~~on ~~same restricted as applied to~~ the ~~Class B Shares before~~ Over-the-Counter Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offeringmarket.

~~Following~~On ~~the~~December ~~Share~~9, ~~Exchange~~2024, ~~there~~ ~~are~~the ~~7,196,395~~Sponsor ~~Class~~agreed Ato ~~ordinary~~loan ~~shares~~the ~~and~~Company ~~100~~an aggregate of up to $160,000 ~~Class~~to Bpay ~~ordinary~~for ~~shares~~various ~~issued~~expenses of the Company and ~~outstanding.~~for Asworking capital purposes pursuant to a ~~result~~promissory ofnote (the ~~Share Exchange,~~“2024 ~~the~~Note”). ~~Sponsor~~This ~~holds~~loan ~~approximately~~is ~~68.1%~~non-interest ofbearing and payable no later than the ~~Company’s~~date ~~outstanding~~on ~~Class~~which Athe ~~ordinary~~Company ~~shares~~consummates an initial business combination. The ~~issuance~~2024 ofNote ~~the~~is ~~4,900,000~~convertible ~~Class A~~into ~~ordinary~~warrants ~~shares~~having ~~has~~the ~~not~~same ~~been~~terms ~~registered~~and ~~under~~conditions as the ~~Securities~~public ~~Act~~warrants, ofat ~~1933,~~the asprice ~~amended~~of $1.00 per warrant, inat ~~reliance~~the onoption of the ~~exemption~~Sponsor. ~~from~~As ~~registration provided~~of byDecember ~~Section~~31, ~~3(a)(9)~~2024, ~~thereof~~$157,838 outstanding under the 2024 Note.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception June 28, 2021 (inception) through December 31, ~~2023~~2024 were organizational activities and those necessary to prepare for, and consummate, the IPO. Following our IPO, our only activities have been seeking a target business with which to complete a business combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest.

We expect to continue to generate non-operating income in the form of interest income on marketable securities held after the IPO. We expect that we will continue to 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.

20For the year ended December 31, 2024, we had a net income of $155,060, which consisted of general and administrative expenses amounting to $610,857, offset by interest earned on investment held in Trust Account of $754,753 and interest earned in bank account of $11,164.

For the year ended December 31, 2023, we had a net income of $5,435,774, which consisted of general and administrative expenses amounting to $842,030, offset by interest ~~income~~earned on investment held in Trust Account of $6,~~277~~243,~~804~~425 and interest earned in bank account of $34,379.

For the year ended December 31, 2022, we had a net income of $2,442,549, which consisted of general and administrative expenses of $424,790, offset by interest earned on investment held in Trust Account of $2,867,339. 21

Liquidity and Capital Resources

As previously disclosed on a Current Report on Form 8-K dated May 2, 2022, on May 5, 2022, the Company consummated the IPO of 20,000,000 Units, which includes the partial exercise of the over-allotment option granted to the underwriters. Each Unit consists of one Ordinary Share, one-half of one redeemable Warrant entitling its holder to purchase one Ordinary Share at a price of $11.50 per full share and one Right to receive one-tenth of one Class A ordinary share upon the consummation of an initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.

Simultaneously with the closing of the IPO, the Company consummated the Private Placement with A SPAC II (Holdings) Corp., the Company’s ~~sponsor~~Sponsor, of 8,966,000 ~~Private~~ Private Warrants at a price of $1.00 per Private Warrant, generating total proceeds of $8,966,000. The Private Warrants are identical to the ~~public~~ Public Warrants sold in the IPO, as set forth in the Underwriting Agreement, except as described in the Warrant Agreement.

On May 5, 2022, a total of $203,500,000 of the net proceeds from the IPO and the Private Placement were deposited in a Trust Account established for the benefit of the Company’s public shareholders. We intend to use substantially all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a Business Combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

For the year ended December 31, ~~2023 and 2022~~2024, net cash used in operating activities was $~~621~~459,~~690~~004. ~~and~~Net income of $~~438~~155,~~591~~060 was affected by interest earned on investment held in the Trust Account of $754,753. ~~respectively~~Changes in operating assets and liabilities provided $140,689 of cash for operating activities.

~~As of December 31, 2023,~~For ~~we had marketable securities held in~~ the ~~Trust~~year ~~Account~~ended ofDecember ~~$21~~31,~~895,685~~ ~~consisting of securities held in a treasury trust fund that invests in United States government treasury bills~~2024, ~~bonds~~net orcash ~~notes~~provided ~~with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used~~ by usinvesting toactivities ~~pay~~was ~~taxes. Through December 31~~$18, ~~2023~~165,082 werepresenting ~~did~~cash ~~not~~withdrawn ~~withdraw~~from ~~any interest earned on~~ the Trust ~~Account~~ ~~to pay our taxes. We intend to use substantially all of the funds held in the Trust~~ Account to ~~acquire a target business and to~~ pay ~~our expenses~~public ~~relating~~shareholder ~~thereto~~redemptions. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

AsFor ofthe ~~December~~year ended December 31, ~~2023~~2024, we ~~had~~net cash ofused ~~$442,147~~in ~~outside~~financing ~~the~~activities ~~Trust~~was ~~Account.~~$18,007,244, ~~Until~~which ~~consummation~~consisted of ~~the business combination~~$18,165,082 wepublic ~~intend~~shareholder ~~to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates~~redemptions, ~~performing business due diligence on prospective~~partially ~~target~~offset ~~businesses,~~by ~~traveling to and from the offices~~$157,838 ~~plants or similar locations~~ of ~~prospective~~proceeds ~~target~~from ~~businesses,~~issuance ~~reviewing corporate documents and material agreements~~ of ~~prospective~~promissory ~~target~~note ~~businesses, selecting the target business~~ to ~~acquire and structuring, negotiating and consummating~~ the ~~business combination~~Sponsor.

IfFor ~~our estimate of~~ the ~~costs of~~year ~~identifying~~ended ~~a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual~~December ~~amount necessary to do so~~31, ~~we may have insufficient funds available to operate our business prior to our business combination. In this event~~2023, ~~our~~net ~~officers,~~cash ~~directors~~used orin ~~their~~operating ~~affiliates~~activities ~~may,~~was ~~but are not obligated to~~$621, ~~loan us funds as may be required~~690. IfNet weincome ~~consummate an initial business combination, we would repay such loaned amounts out~~ of ~~the proceeds of the Trust Account released to us upon consummation of the business combination. In the event that a business combination does not close~~$5,435,774 wewas ~~may~~affected ~~use~~by ainterest ~~portion~~earned ofon ~~the~~investment ~~working capital~~ held ~~outside~~in the Trust Account toof ~~repay such loaned amounts~~$6, ~~but no proceeds from our Trust Account would be used for such repayment~~243,425. ~~The terms~~Changes ofin ~~such~~operating ~~loans~~assets ~~by our initial shareholders, officers~~ and ~~directors,~~liabilities ifprovided ~~any~~$185,961 ~~have~~of ~~not~~cash ~~been~~for ~~determined~~operating ~~and no written agreements exist with respect to such loans~~activities.

21For the year ended December 31, 2023, net cash provided by investing activities was $190,703,967 representing cash withdrawn from the Trust Account to pay public shareholder redemptions.

For the year ended December 31, 2023, net cash used in financing activities was $190,703,967, all of which consisted public shareholder redemptions.

As of December 31, 2024, we had marketable securities held in the Trust Account of $4,485,356 consisting of securities held in a treasury trust fund that invests in United States government treasury bills, bonds or notes with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through December 31, 2024, we did not withdraw any interest earned on the Trust Account to pay our taxes. We intend to use substantially all of the funds held in the Trust Account to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of December 31, 2024, we had cash of $140,981 outside the Trust Account. Until consummation of the business combination, we intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

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. In this event, our officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us upon consummation of the business combination. 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 loaned amounts, but no proceeds from our Trust Account would be used for such repayment. The terms of such loans by our initial shareholders, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes.

Moreover, we may need to obtain additional 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. 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.

As of December 31, ~~2023~~2024, we had cash of $~~442~~140,~~147~~981 and a working capital deficit of $~~319~~280,~~282~~411. ~~(excluding~~The ~~investments~~Company inhas ~~Trust~~incurred ~~Account~~and expects to continue to incur significant professional costs to remain as a publicly traded company and ~~deferred~~to ~~underwriting~~incur ~~fee~~significant ~~payable).~~transaction costs in pursuit of the consummation of a business combination, for which it will require additional financing. The Company currently has ~~until~~no ~~August~~commitments ~~5, 2024~~ to ~~consummate~~receive asuch ~~Business~~financing ~~Combination.~~and Itthere is ~~uncertain~~no assurance that the Company’s plans to raise capital will be ~~able~~successful. In addition, the Company has until August 5, 2025 to consummate a Business Combination (unless further extended). If a Business Combination is not consummated within this time period (the “Combination Period”)., Ifthe aCompany will ~~Business~~trigger ~~Combination~~an isautomatic ~~not~~winding ~~consummated~~up, ~~within~~dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with the ~~Combination~~Company’s ~~Period~~assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, ~~there~~“Disclosures ~~will~~of beUncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in addressing this uncertainty are through the completion of a business combination and receiving financing under the Working Capital Loans (see Note 5). There is no assurance that the Company’s plans to consummate a business combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the Working Capital Loans (see Note 5). In addition, if the Company is unable to complete a business combination within the Combination Period (by August 5, 2024), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a business combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, ~~2023~~2024. 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

At December 31, ~~2023~~2024, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than the commitments to the below:

Registration Rights

The holders of ~~founder~~Founder ~~shares~~Shares, private placement warrants, shares being issued to the underwriters and units that may be issued on conversion of working capital loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement that required the Company to register such securities for resale (in the case of the ~~founder~~Founder ~~shares~~Shares, only after conversion to our Class A ordinary shares). 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 completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

2223

Underwriting Agreement

The underwriters are entitled to a deferred fee of $7,000,000 (i.e., 3.5% of the gross proceeds of the IPO and over-allotment). The deferred fee will be payable in cash to the underwriters solely in the event that we complete a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Representative’s Ordinary Shares

The Company issued to the underwriters and/or its designees, 300,000 Class A ordinary shares including 22,500 ordinary shares as a result of partial exercise of the underwriters’ over-allotment option at the closing of the IPO.

Promissory Notes

On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note (the “2024 Note”). This loan is non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. The 2024 Note is convertible into warrants having the same terms and conditions as the Public Warrants, at the price of $1.00 per warrant, at the option of the Sponsor. The proceeds of the 2024 Note will be used to pay various expenses of the Company and for working capital purposes. As of December 31, 2024, there was $157,838 outstanding under the 2024 Note.

Critical Accounting Estimates

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements also ~~requires~~ requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, ~~costs~~ and ~~expenses~~disclosure ~~and~~of ~~related~~contingent ~~disclosures.~~assets ~~We base our estimates on historical experience~~ and onliabilities ~~various~~at ~~other~~the ~~assumptions~~date ~~that~~of wethe ~~believe~~financial tostatements beand ~~reasonable under~~ the ~~circumstances. Actual~~reported ~~results~~expenses ~~could~~during ~~differ significantly from~~ the ~~estimates~~reporting ~~made by our management~~period. ~~We have not identified any critical accounting estimates.~~

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, actual results could differ significantly from the estimates made by our management. We have not identified any critical accounting estimates.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“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~~free-standing instruments that are indexed to and settled in an entity’s own equity. ~~ASU~~ 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, 2024 ~~for the Company~~ and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company isadopted ~~currently~~ASU 2020-06 ~~assessing~~on ~~the~~January ~~impact~~1, if2024. ~~any,~~Adoption ~~that~~of the ASU ~~2020-06~~did ~~would have~~not onimpact ~~its~~the Company’s financial position, results of operations or cash flows.

In ~~December~~November 2023, the FASB issued ~~Accounting~~ASU ~~Standards~~No. ~~Update~~ 2023-0907, ~~“Income~~Segment ~~Taxes~~ Reporting (Topic ~~740~~280): Improvements to ~~Income~~Reportable ~~Tax~~Segment ~~Disclosure”~~Disclosures, ~~(“ASU 2023-09”).~~which ~~ASU 2023-09 mostly~~ requires, onthe ~~an annual basis,~~ disclosure of ~~specific~~additional ~~categories~~segment ~~in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction~~information. ~~The~~ASU ~~incremental disclosures may be presented on a prospective~~No. or2023-07 ~~retrospective basis. The ASU~~ is effective for fiscal years beginning after December 15, ~~2024~~2023, ~~with~~and ~~early~~interim ~~adoption~~periods ~~permitted.~~within ~~The~~fiscal ~~Company is~~years ~~currently~~beginning ~~assessing~~after ~~the impact~~December 15, if2024. ~~any,~~The ~~that~~Company ~~ASU~~adopted ~~2023-09~~this ~~would~~guidance ~~have~~as onof ~~its~~December ~~financial position~~31, ~~results of operations or cash flows~~2024.

~~Management~~In ~~does~~December ~~not~~2023, ~~believe~~the FASB ~~that~~issued ~~any~~Accounting ~~recently~~Standards ~~issued~~Update 2023-09, ~~but~~“Income ~~not~~Taxes ~~yet~~(Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, ~~accounting~~2024 ~~standards~~with ifearly adoption permitted. The Company is currently ~~adopted~~evaluating ~~would~~the ~~have~~impact aof ~~material~~adopting ~~effect~~ASU 2023-09 on its financial statements. As a British Virgin Islands entity, the ~~accompanying~~Company is not subject to income taxes, as such, the Company does not expect any impact of adopting ASU 2023-09 on its financial statements.

23Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted, would have a material effect on the accompanying financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As of December 31, ~~2023~~2024, we were not subject to any market or interest rate risk. The net proceeds of our initial public offering, including amounts in the Trust Account, have been invested in U.S. government treasury obligations with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. 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, ~~2023~~2024, pursuant to Rule 15d-15(e) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, ~~2023~~2024, 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 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~~As ~~Annual~~required ~~Report~~by onSEC ~~Form 10-K~~rules and ~~does~~regulations ~~not~~implementing ~~include~~Section a404 ~~report~~ of the Sarbanes-Oxley Act, our management’s ~~assessment~~is ~~regarding~~responsible for establishing and maintaining adequate internal control over financial reporting. orOur aninternal ~~attestation~~control ~~report of~~over ~~our~~financial ~~independent~~reporting ~~registered~~is ~~public~~designed ~~accounting~~to ~~firm~~provide ~~due~~reasonable toassurance aregarding the ~~transition~~reliability ~~period~~of ~~established~~financial byreporting ~~rules~~and the preparation of ~~the~~our ~~SEC~~financial statements for ~~newly~~external ~~public~~reporting ~~companies~~purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal control over financial reporting as of December 31, 2024 was effective.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

2426

part III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth information about our directors and executive officers as of December 31, ~~2023~~2024.

Name	Age	Position
Serena Shie	3435	Chief Executive Officer
Claudius Tsang	4748	Chief Financial Officer
Malcolm F. MacLean IV	5455	Chairman and Independent Director
Anson Chan	6061	Director
Ka Wo Chan	4142	Director
Bryan Biniak	5556	Independent Director
Paul Cummins	5960	Independent Director

Below is a summary of the business experience of each our executive officers and directors:

~~Mr.~~We ~~Claudius~~believe ~~Tsang~~that ~~has served as our Chief Financial Officer since July 2021~~Ms. HeShie ~~was~~is ~~our~~qualified Chief Executive Officer from April 2021 until August 2022. Mr. Tsang has over 20 years of experience in capital markets, with a strong track record of success in private equity, M&A transactions, and PIPE investments. Since 2022, Mr. Tsang has been the non-executive director of Unity Group Holdings International Limited (SEHK:1539), a publicly listed investment company engages in the leasing and trading of energy saving products in Hong Kong. During his 15-year career at Templeton from 2005 to ~~2007~~serve and from 2008 to 2020, Mr. Tsang served in various positions, including Co-head of Private Equity (North Asia) at Templeton Asset Management Limited and a Partner of Templeton Private Equity Partners, Partner, Senior Executive Director, and Vice President. Mr. Tsang was responsible for the overall investment, management, and operations activities of Templeton Private Equity Partners in North Asia. His role encompassed overseeing the analysis and evaluation of opportunities for strategic equity investments in Asia. From July 2007 to June 2008, Mr. Tsang joined Lehman Brothers, where he managed private equity projects in Hong Kong, China, Taiwan and the United States. Mr. Tsang served as ~~the~~our Chief Executive ~~Officer and Chairman of Model Performance Acquisition Corp., from March 2021 and July~~ ~~2021 respectively, until it closed its business combination with MultiMetaVerse Inc. in January 2023. Since November 2022, he has served as the Chief Executive~~ Officer, ~~Chairman~~based ~~and~~on ~~Director~~her ofexperience A Paradigm Acquisition Corp. He previously served as the Chief Executive Officer and, since June 2021, became the Chief Financial Officer and, since January 2024, serves as a director of JVSPAC Acquisition Corp. Since February 2024, Mr. Tsang served as a director of International Media Acquisitions Corp. Mr. Tsang has served, since April 2021, as the Chief Executive Officer, and since July 2021, as the Chairman and Chief Financial Officer of A SPAC I Acquisition Corp. Mr. Tsang has served as the Director and Chief Executive Officer of A SPAC (HK) Acquisition Corp since February 2022 and March 2022, respectively. Mr. Tsang served as a director of the CFA Society of Hong Kong from 2013 to 2019. Mr. Tsang obtained a postgraduate certificate in sustainable business from the University of Cambridge in 2023, a Master of Business Administration from the University of Chicago Booth School of Business in 2017, a bachelor’s degree in law from Tsinghua University in 2005, and a bachelor’s degree in engineering from the Chinese University of Hong Kong in 1998entrepreneurship. ~~Mr. Tsang is also a CFA charter holder and a Certified ESG Analyst (CESGA) certification holder.~~

25Mr. Claudius Tsang has served as our Chief Financial Officer since July 2021. He was our Chief Executive Officer from April 2021 until August 2022. Mr. Tsang has over 20 years of experience in capital markets, with a strong track record of success in private equity, M&A transactions, and PIPE investments. Since 2022, Mr. Tsang has been the non-executive director of Unity Group Holdings International Limited (SEHK:1539), a publicly listed investment company engages in the leasing and trading of energy saving products in Hong Kong. During his 15-year career at Templeton from 2005 to 2007 and from 2008 to 2020, Mr. Tsang served in various positions, including Co-head of Private Equity (North Asia) at Templeton Asset Management Limited and a Partner of Templeton Private Equity Partners, Partner, Senior Executive Director, and Vice President. Mr. Tsang was responsible for the overall investment, management, and operations activities of Templeton Private Equity Partners in North Asia. His role encompassed overseeing the analysis and evaluation of opportunities for strategic equity investments in Asia. From July 2007 to May 2008, Mr. Tsang joined Lehman Brothers, where he managed private equity projects in Hong Kong, China, Taiwan and the United States. Mr. Tsang served as the Chief Executive Officer and Chairman of Model Performance Acquisition Corp., from March 2021 and July 2021 respectively, until it closed its business combination with MultiMetaVerse Inc. in January 2023. Since November 2022, he has served as the Chief Executive Officer, Chief Financial Officer and Chairman of A Paradise Acquisition Corp. He has served as the Chief Executive Officer since September 2021 and, since July 2024, served as the Chief Financial Officer and Chairman of JVSPAC Acquisition Corp. From February 2024 to July 2024, Mr. Tsang served as a director of International Media Acquisition Corp. Mr. Tsang has served, from April 2021, as the Chief Executive Officer, and from July 2021, as the Chairman and Chief Financial Officer of A SPAC I Acquisition Corp, until it closed its business combination with NewGenIvf Group Limited in April 2024. Since 2021, Mr. Tsang has been a Director of A SPAC (Holdings) Group Corp, which engages in SPAC sponsorship and project management. Mr. Tsang has served, since September 2021, as the Chief Executive Officer, and since July 2024, as the Chief Financial Officer and Chairman of A SPAC III Acquisition Corp. Mr. Tsang has served as the Director and Chief Executive Officer of A SPAC (HK) Acquisition Corp from February 2022 and March 2022, respectively, until the company’s dissolution in February 2025. Mr. Tsang served as a director of the CFA Society of Hong Kong from 2013 to 2019. Mr. Tsang obtained a postgraduate certificate in sustainable business from the University of Cambridge in 2023, a Master of Business Administration from the University of Chicago Booth School of Business in 2017, a bachelor’s degree in law from Tsinghua University in 2005, and a bachelor’s degree in engineering from the Chinese University of Hong Kong in 1998. Mr. Tsang is also a CFA charter holder and a Certified ESG Analyst (CESGA) certification holder.

We believe that Mr. Tsang is qualified to serve as our Chief Financial Officer based on his experience and expertise.

We believe Mr. MacLean is qualified to serve on our board of directors based on his global investment experience.

*NoteWe 1:believe ~~The~~that ~~“Bonds Group~~Mr. ofChan ~~Companies”~~is ~~refers~~qualified to aserve ~~group~~on ofour ~~private~~board ~~affiliated~~of ~~companies~~directors based ~~beneficially-owned~~on byhis ~~the~~investment ~~Bonds~~and ~~Chan~~corporate ~~Family~~management ~~Unit Trust~~expertise.

Note 1: The “Bonds Group of Companies” refers to a group of private affiliated companies beneficially-owned by the Bonds Chan Family Unit Trust.

The “Bonds Group of Companies” is NOT, per se, a registered legal entity

Mr. Ka Wo Chan has served as our director since May 2022. Mr. Chan has over a decade of experience in capital markets and entrepreneurship, where he ran a conglomerate that covers the spectrum from finance to luxury experiences and consumer goods. Under his leadership, the conglomerate grew to encompass Best Leader Precious Metals Limited, ~~Best Leader Wealth Management Limited, and Shenzhen Qianhai Best Leader Precious Metals Limited,~~ which ~~provide~~provides trading services in precious metals, gold bullions and commodities to retail clients, institutions and wealth management services across Asia. Since its establishment, Mr. Chan has expanded the business across Australia and the Asia Pacific region. In 2017, Mr. Chan established Sweetbriar Equine Ltd., a company focused on breeding and nurturing equestrian thoroughbred horses. Since 2016, Mr. Chan has been the Founder, Chairman and Chief Executive Officer of House of Connoisseur Ltd., a premium wine importer, wholesaler and retailer in Hong Kong. Under Mr. Chan’s strategic leadership, House of Connoisseur Ltd. ~~Has~~has become a recognized brand name in the local wine industry ~~with over $15 million annual sales turnover in 2020~~. Mr. Chan is also Co-chairman of the 2020/2021 Flag Day Organizing Committee of the Community Chest, Chinese People’s Political Consultative Conference Member of the 12th Hubei Province Committee, the fifth council member of the China Overseas Friendship Association. Mr. Chan obtained his bachelor’s degree in 2017 from the University of Management & Technology.

26We believe that Mr. Chan is qualified to serve as our director based on his management, entrepreneurship and capital markets expertise.

~~Mr.~~We ~~Paul~~believe ~~Cummins has served as our Independent Director since May 2022.~~ Mr. ~~Cummins~~Biniak has almost three decades of experience in investment, accountancy, strategic management, and business management. In 2008, Mr. Cummins co-founded Pyrrho Management Ltd., a family investment fund with assets and investments across the globe, and has served as Investment Director. Mr. Cummins is ~~responsible~~qualified ~~for~~to ~~managing~~serve ~~the~~on ~~company’s~~our ~~global~~board ~~assets, seeking new investment opportunities, and overseeing the strategic development~~ of ~~the company. From 2005 to 2008, Mr. Cummins served as Chief~~directors ~~Financial~~based ~~Officer~~on for Sino Era Ltd. And Yifung Alternative Energy Ltd., an alternative energy business. From 2000 to 2005, Mr. Cummins served as Senior Trader for Nomura International Plc. London and Hong Kong under Nomura’s proprietary investment team. From 1998 to 2000, Mr. Cummins served as Senior Manager at KPMG Hong Kong. Over the years, Mr. Cummins has cumulated extensive experience from his ~~directorship~~ ~~and~~corporate ~~partnerships at numerous companies, including as Director at Crimson Tiger Ltd. Since 2016~~ and ~~Non-executive~~business ~~Chairman at~~management ~~Pacific Jade Corporate Services Limited and its predecessors since 2011~~expertise. ~~Mr. Cummins is a Chartered Accountant in England and Wales. Mr. Cummins holds a bachelor’s degree in Economics from the University of Kingston.~~

Mr. Paul Cummins has served as our Independent Director since May 2022. Mr. Cummins has almost three decades of experience in investment, accountancy, strategic management, and business management. In 2008, Mr. Cummins co-founded Pyrrho Management Ltd., a family investment fund with assets and investments across the globe, and has served as Investment Director. Mr. Cummins is responsible for managing the company’s global assets, seeking new investment opportunities, and overseeing the strategic development of the company. From 2005 to 2008, Mr. Cummins served as Chief Financial Officer for Sino Era Ltd. and Yifung Alternative Energy Ltd., an alternative energy business. From 2000 to 2005, Mr. Cummins served as Senior Trader for Nomura International Plc. London and Hong Kong under Nomura’s proprietary investment team. From 1998 to 2000, Mr. Cummins served as Senior Manager at KPMG Hong Kong. Over the years, Mr. Cummins has cumulated extensive experience from his directorship and partnerships at numerous companies, including as Director ~~Qualifications~~at Crimson Tiger Ltd. Since 2016 and Non-executive Chairman at Pacific Jade Corporate Services Limited and its predecessors since 2011. Mr. Cummins is a Chartered Accountant in England and Wales. Mr. Cummins holds a bachelor’s degree in Economics from the University of Kingston.

~~Our~~We ~~officers~~believe ~~and board of directors are composed of a diverse group of leaders with a wide array of professional roles~~Mr. InCummins ~~these roles, they have gained experience~~is inqualified ~~core~~to ~~management~~serve ~~skills,~~on ~~such~~our asboard ~~strategic and financial planning, financial reporting, compliance, risk management, and leadership development. Many~~ of ~~our officers and~~ directors ~~also~~based ~~have experience serving~~ on ~~boards~~his ~~of directors and board committees of other companies~~investment, ~~and~~ ~~have an understanding of corporate governance practices and trends~~accountancy, ~~which~~strategic ~~provides~~management ~~an understanding of different business processes, challenges,~~ and ~~strategies. Further, our officers and directors also have other experience that makes them valuable, managing and investing assets or facilitating the consummation of~~ business ~~combinations.~~management We, along with our officers and directors, believe that the above-mentioned attributes, along with the leadership skills and other experiences of our officers and board members described below, provide us with a diverse range of perspectives and judgment necessary to facilitate our goals of consummating an acquisition transactionexpertise.

Number, Terms of Office and Election of Officers and Directors

Our board of directors consists of five members. Each of our directors will hold office for such term as determined by the holders of our Class B ordinary shares. Holders of our Class B ordinary shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a majority of ordinary shares of that class that have voted and are entitled to vote thereon. Subject to any other special rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote by a majority of the holders of our Class B ordinary shares. We may not hold an annual meeting of shareholders until after we consummate our initial business combination.

Board Committees

The Board has a standing audit, nominating and compensation committee. The independent directors oversee director nominations. Each audit committee and compensation committee has a charter, which was filed with the SEC as exhibits to the Registration Statement on Form S-1 on March 28, 2022.

Audit Committee

The Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent accountants, reviewing their independence and performance; reviews the Company’s accounting and financial reporting processes and the integrity of its financial statements; the audits of the Company’s financial statements and the appointment, compensation, qualifications, independence and performance of the Company’s independent auditors; the Company’s compliance with legal and regulatory requirements; and the performance of the Company’s internal ~~audit function and internal~~ control over financial reporting. The Audit Committee held no formal meetings during ~~2022~~ 2024 as the Company does not have any underlying business or employees, relying on ~~monthly~~quarterly reports and written approvals as required.

The members of the Audit Committee are Mr. Malcolm F. MacLean IV, Mr. Bryan Biniak and Mr. Paul Cummins, each of whom is an independent director under Nasdaq’s listing standards. Mr. Paul Cummins is the Chairperson of the audit committee. The Board has determined that Mr. Paul Cummins qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the SEC.

Nominating Committee

We have established a nominating committee of the Board of Directors consisting of Malcolm F. MacLean IV, Bryan Biniak and Paul Cummins, each of whom is an independent director under the Nasdaq listing standards. Mr. Paul Cummins serves as chairman of the nominating committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our Board of Directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

Compensation Committee

The Compensation Committee reviews annually the Company’s corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation; makes recommendations to the Board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans, makes recommendations to the Board with respect to non-CEO and non-CFO compensation and administers the Company’s incentive-compensation plans and equity-based plans. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. The chief executive officer of the Company may not be present during voting or deliberations of the Compensation Committee with respect to his compensation. The Company’s executive officers do not play a role in suggesting their own salaries. Neither the Company nor the Compensation Committee has engaged any compensation consultant who has a role in determining or recommending the amount or form of executive or director compensation. The Compensation Committee did not meet during ~~2022~~2024.

Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The members of the Compensation Committee are Mr. Malcolm F. MacLean IV, Mr. Bryan Biniak and Mr. Paul Cummins, each of whom is an independent director under Nasdaq’s listing standards. Mr. Paul Cummins is the Chairperson of the Compensation Committee.

Conflicts of Interest

Under British Virgin Islands law, directors and officers owe the following fiduciary duties:

●

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

●

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

●

directors should not improperly fetter the exercise of future discretion;

●

duty to exercise powers fairly as between different classes of shareholders;

●

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

●

duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, inpursuant ~~some~~to ~~instances~~our ~~what~~amended ~~would~~and ~~otherwise~~restated bememorandum aand ~~breach~~articles of ~~this~~association, ~~duty~~so ~~can~~long beas ~~forgiven~~a ~~and/or authorized~~director has disclosed any interests in ~~advance~~a transaction entered into or to be entered into by our company to the ~~shareholders~~board ~~provided~~he/she ~~that~~may: ~~there~~vote ison ~~full~~a ~~disclosure~~matter relating byto the transaction; attend a meeting of directors. ~~This~~at ~~can~~which bea ~~done~~matter byrelating ~~way~~to ofthe ~~permission~~transaction ~~granted~~arises and be included among inthe directors present at the ~~amended~~meeting ~~and~~for ~~restated~~the ~~memorandum~~purposes of a quorum; and ~~articles~~sign a document on behalf of ~~association~~our company, or ~~alternatively~~do byany ~~shareholder~~other ~~approval~~thing in athis ~~general~~capacity ~~meetings~~as a director, that relates to the transaction.

Each of our ~~sponsor,~~Sponsor ~~directors~~ and ~~officers~~its affiliate(s) ~~presently~~as ~~has,~~well ~~and~~as inour ~~the~~directors ~~future~~and ~~any~~officers ofpresently ~~our sponsor~~have, ~~directors~~ and ~~our~~in ~~officers~~the future may have additional, fiduciary or contractual ~~obligations~~ 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 British Virgin 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 British Virgin 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.

In addition, our Sponsor, officers and directors are now, and may in the future, Sponsor or participate in the formation of, or become sponsors, an officer or director of, any other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments, may present additional conflicts of interest in determining to which entity a particular business opportunity should be presented, in pursuing an initial business target and in allocating their time to devote to our affairs. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, our officers and directors, and affiliates of our officers and directors, are currently sponsoring other blank check companies, and may look for an acquisition target in any location, has a window in which it may complete its initial business combination that overlaps the corresponding window we have.

Our sponsor, officers and directors are, and may become a sponsor, an officer or director of other special purpose acquisition companies. Notwithstanding that, such officers and directors will continue to have a pre-existing fiduciary obligation to us and we will, therefore, have priority over any special purpose acquisition companies they subsequently join. Potential investors should also be aware of the following other potential conflicts of interest:

● None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

●

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “— Directors and Officers.”

● Our sponsor, officers and directors have agreed to waive their redemption rights with respect to our founder shares and public shares in connection with the consummation of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination within 27 months after the closing of the IPO. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares or private placement warrants. The private placement warrants will expire worthless if we do not consummate a business combination within the allotted 27 month period. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our sponsor until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, the founder shares will be released from the lock-up. With certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ordinary shares, warrants and rights following the IPO, our officers and directors 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.

	●	Maxim (and its designees), our Sponsor, officers and directors have agreed to waive their redemption rights with respect to our Founder Shares, Representative Shares and public shares in connection with the consummation of our initial business combination. Additionally, Maxim (and its designees), our Sponsor, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares if we fail to consummate our initial business combination within 39 months after the closing of the IPO, the proceeds of the sale of the private placement warrants held in the Trust Account will be used to fund the redemption of our public shares and rights will expire worthless. There will be no redemption rights or liquidating distributions from the trust account with respect to the Founder Shares, Representative Shares or private placement warrants. The private placement warrants will expire worthless if we do not consummate a business combination within the allotted 39 month period. With certain limited exceptions, the Founder Shares will not be transferable, assignable or salable by our Sponsor until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, the Founder Shares will be released from the lock-up. With certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants will not be transferable, assignable or salable by our Sponsor until 30 days after the completion of our initial business combination.

	●	Since our Sponsor and officers and directors may directly or indirectly own ordinary shares, warrants and rights following the IPO, our officers and directors 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.

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● 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. ● If an initial business combination is not completed, the Company will be required to liquidate. In such event, (i) the Founder Shares held by the Sponsor, for an aggregate purchase price of approximately $0.005, or $25,000 in the aggregate, and (ii) all 8,966,000 Private Warrants, for an aggregate purchase price of $1.00 per Private Warrant, or $8,966,000 in the aggregate, will be worthless because the Sponsor is not entitled to participate in any redemption of distribution from the Trust Account with respect to such securities. The Sponsor, its affiliates, or promoters, and members of our management team waived their redemption rights and liquidation rights in connection with the purchase of the Founder Shares and the Private Placement Warrants and no other consideration was paid for such agreement. Since our Sponsor, its affiliates and promoters, 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. ● The Sponsor may make loans from time to time to the Company to fund certain capital requirements. If our Sponsor makes any working capital loans, up to $1,150,000 of such loans may be converted into units, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants. Since we will not repay such loans if we do not complete a business combination, a conflict of interest may arise. On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes.

The conflicts described above may not be resolved in our favor.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Individual	Entity	Entity’s Business	Affiliation
Serene Shie	Jumpstart Media Limited	Management	Chief Executive Officer
	Lion Pride Properties, Corp.	Property Development	Director
	A SPAC I Acquisition Corp.	SPAC	Treasurer
	JVSPAC Acquisition Corp.	SPAC	Treasurer
	Olympian Ventures (Holdings) Limited	Consulting	President
	A SPAC (HK) Acquisition Corp.	SPAC	Executive Director and Chief Operations Officer
Claudius Tsang	A Paradigm Acquisition Corp.	SPAC	Chief Executive Officer, Chairman and Director
	Female Entrepreneurs Worldwide	Internet Community	Advisor
	ACH	Financial Services	Investment Director
	Beijing ReeChain Technology Limited	Blockchain	Director
	International Media Acquisition Corp.	SPAC	Director
	JVSPAC Acquisition Corp.	SPAC	Chief Financial Officer, and Director
	A SPAC I Acquisition Corp.	SPAC	Chief Executive Officer, Chairman and Chief Financial Officer
	A SPAC (HK) Acquisition Corp.	SPAC	Chief Executive Officer and Director
	Unity Group Holdings International Limited	ESG	Non-executive director
Anson Chan	Anuenue Securities Limited	Financial Services	Responsible Officer
	Anuenue Advisors Limited	Financial Services	Responsible Officer
	Anuenue Capital International Limited	Financial Services	Responsible Officer
	Evenstar Advisor Limited	Financial Services	Responsible Officer
	Bonds Group of Companies*	Real Estate	Chairman and Chief Executive Officer
Ka Wo Chan	Best Leader Precious Metals Ltd	Financial Services	Chairman
	House of Connoisseur Ltd	Wine Trading	Chairman
	Sweetbriar Equine Ltd.	Horse Breeding	Founder and Chairman
Malcolm F. MacLean IV	Star Asia Group LLC	Real Estate	Founder & Managing Partner
	Taurus Capital Partners LLC	Investment	Managing Member
	Polaris Holdings Ltd (3010 JP)	Hotel Ownership and Management	Director
	Get Help Inc.	Private Software Company	Independent Director
Bryan Biniak	Connected Travel, LLC	Connected Vehicle Technology	Chairman & CEO
	Songtradr Group	Music Technology Advisory	President, CMO, & General Manager of Bandcamp Inc.
Paul Cummins	Crimson Tiger Limited	Advisory	Director
	Summit Developments Limited	Holding Company	Director
	Sino Advisory Limited	Advisory	Director
	Pacific Jade Corporate Services Limited	Company Secretarial	Chairman
	Connaught Road Limited	Company Secretarial	Director
	Pyrrho Management Limited	Asset Management	Director
	Broad Capital Investment Limited	Holding Company	Director
	Pacific Jade Tax Consultancy Limited	Tax Advisor	Director
	Pacific Jade Holdings Ltd	Holding Company	Director
	Seaker Estates and Hospitality Limited (仲成實業股)	Holding Company	Director
	Cooperlea Investments Ltd	Holding Company	Director
	Connaught Road Nominees Ltd	Company Secretarial	Director
	Pyrrho Investments Limited	Investment Fund	Director
	Galant Victor Holdings Ltd	Holding Company	Director
	Kitchener Hotels Limited	Hotel Operator	Director
	Summit Developments (Kent) Limited	Property Developers	Director
	The Pod Pte Limited	Hostel Operator	Director
	Chicheley Hotel limited	Hotel Operator	Director
	Seasalter Trading Ltd	Food and Beverage	Director
	Countrywide Hospitality Ltd	Hospitality	Director
	Safestay PLC	Hostel Operators	Director

Individual	Entity	Entity’s Business	Affiliation
Serena Shie	Jumpstart Media Limited	Management	Chief Executive Officer
	Lion Pride Properties, Corp.	Property Development	Director
	A SPAC I Acquisition Corp.	SPAC	Treasurer
	JVSPAC Acquisition Corp.	SPAC	Treasurer
	Olympian Ventures (Holdings) Limited	Consulting	President
	A SPAC (HK) Acquisition Corp.	SPAC	Executive Director and Chief Operations Officer
	Pallas Trust Group Limited	Trust Services	Director
	First Euro Investments Limited	SPAC Project Management	Chief Executive Officer
	A SPAC (Holdings) Group Corp.	SPAC	Director
Claudius Tsang	A Paradise Acquisition Corp.	SPAC	Chief Executive Officer, Chief Financial Officer and Chairman
	Female Entrepreneurs Worldwide	Internet Community	Advisor
	ACH	Financial Services	Investment Director
	Beijing ReeChain Technology Limited	Blockchain	Director
	JVSPAC Acquisition Corp.	SPAC	Chief Financial Officer, and Director
	A SPAC (Holdings) Group Corp.	SPAC	Director
	A SPAC (HK) Acquisition Corp.	SPAC	Chief Executive Officer and Director

*Note 1: The “Bonds Group of Companies” refers to a group of private affiliated companies beneficially-owned by the Bonds Chan Family Unit Trust.32

	Unity Group Holdings International Limited	ESG	Non-executive director
	A SPAC III Acquisition Corp.	SPAC	Chief Executive Officer, Chief Financial Officer and Chairman
Anson Chan	Anuenue Securities Limited	Financial Services	Responsible Officer
	Anuenue Advisors Limited	Financial Services	Responsible Officer
	Anuenue Capital International Limited	Financial Services	Responsible Officer
	Evenstar Advisor Limited	Financial Services	Responsible Officer
	Bonds Group of Companies*	Real Estate	Chairman and Chief Executive Officer
Ka Wo Chan	Best Leader Precious Metals Ltd	Financial Services	Chairman
	House of Connoisseur Ltd	Wine Trading	Chairman
	Sweetbriar Equine Ltd.	Horse Breeding	Founder and Chairman
Malcolm F. MacLean IV	Star Asia Group LLC	Real Estate	Founder & Managing Partner
	Taurus Capital Partners LLC	Investment	Managing Member
	Polaris Holdings Ltd (3010 JP)	Hotel Ownership and Management	Director
	Get Help Inc.	Private Software Company	Independent Director
Bryan Biniak	Connected Travel, LLC	Connected Vehicle Technology	Chairman & CEO
	Songtradr Group	Music Technology Advisory	President, CMO, & General Manager of Bandcamp Inc.
Paul Cummins	Crimson Tiger Limited	Advisory	Director
	Summit Developments Limited	Holding Company	Director
	Sino Advisory Limited	Advisory	Director
	Pacific Jade Corporate Services Limited	Company Secretarial	Chairman
	Connaught Road Limited	Company Secretarial	Director
	Pyrrho Management Limited	Asset Management	Director
	Broad Capital Investment Limited	Holding Company	Director
	Pacific Jade Tax Consultancy Limited	Tax Advisor	Director
	Pacific Jade Holdings Ltd	Holding Company	Director
	Seaker Estates and Hospitality Limited (仲成實業股)	Holding Company	Director
	Cooperlea Investments Ltd	Holding Company	Director
	Connaught Road Nominees Ltd	Company Secretarial	Director
	Pyrrho Investments Limited	Investment Fund	Director
	Galant Victor Holdings Ltd	Holding Company	Director
	Kitchener Hotels Limited	Hotel Operator	Director
	Summit Developments (Kent) Limited	Property Developers	Director
	The Pod Pte Limited	Hostel Operator	Director
	Chicheley Hotel limited	Hotel Operator	Director
	Seasalter Trading Ltd	Food and Beverage	Director
	Countrywide Hospitality Ltd	Hospitality	Director
	Safestay PLC	Hostel Operators	Director

Note 1: The “Bonds Group of Companies” refers to a group of private affiliated companies beneficially-owned by the Bonds Chan Family Unit Trust.

The “Bonds Group of Companies” is NOT, per se, a registered legal entity

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Accordingly, if any of the above officer or directors become aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under British Virgin Islands law. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our initial business combination, because the specific industry focuses of a majority of these entities differ from our focus on the New Economy Sectors outside Mainland China, Hong Kong and Macau and the type or size of the transaction that such companies would most likely consider are of a size and nature substantially different than what we are targeting.

In connection with the vote required for any business combination, all of our existing shareholders, including ~~all~~Maxim of(and its designees), our Sponsor, officers and directors, have agreed (and their permitted transferees will agree), pursuant to ~~vote~~the terms of a letter agreement entered into with us, to vote their respective insider shares, ~~and~~ private shares and Representative Shares in favor of any proposed business combination. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to those ordinary shares acquired by them prior to the IPO. If they purchased ordinary shares in the IPO or in the open market, however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert such shares (or sell their shares in any tender offer) in connection with the consummation of our initial business combination or an amendment to our amended and restated memorandum and articles of association relating to pre-business combination activity.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or ~~initial shareholders~~Sponsor, unless we have obtained (i) an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions or an independent accounting firm that the business combination is fair to our unaffiliated shareholders from a financial point of view and (ii) the approval of a majority of our disinterested ~~and~~ ~~independent~~ directors ~~(if we have any at that time)~~. Furthermore, in no event will any of our initial shareholders, officers, directors, special advisors or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination.

Code of Ethics

We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business.

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 all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

Item 11. Executive Compensation.

Employment Agreements

We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. ~~However~~Our Sponsor, ~~such~~officers ~~individuals~~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 limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Clawback Policy

On November 30, 2023, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recoupment of incentive compensation received by any of the Company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and the Nasdaq rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively, the “Covered Executives”). The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board. If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. See Exhibit 99.4 of this Annual Report for the Company’s Clawback Policy.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

The following table sets forth as of March 2824, ~~2024~~2025, the number of Ordinary Shares beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding ordinary shares, (ii) each of our officers and directors and (iii) 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.

	After Offering
Name and Address of Beneficial Owner(1)	Number of Ordinary Shares Beneficially Owned			Approximate Percentage of Outstanding Ordinary Shares
A SPAC II (Holdings) Corp. (2)		5,000,000			6887.59	%
Malcolm F. MacLean IV		—			—
Serena Shie		—			—
Claudius Tsang		—
Anson Chan		5,000,000	(3)		6887.59	%
Ka Wo Chan		5,000,000	(3)		6887.59	%
Bryan Biniak		—			—
Paul Cummins		—			—
		—			—
All executive officers and directors as a group (7 individuals)		5,000,000			68.5	%
All executive officers and directors (7 individuals) and the Sponsor as a group		5,000,000			87.9	%

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 289 Beach Road #03-01 Singapore 199552.

(2) Our ~~sponsor~~Sponsor is controlled by both Anson Chan and Ka Wo Chan.

(3)	Consists of shares owned by A SPAC II (Holdings) Corp.

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In order to meet our working capital needs, our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes.

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

On June 28, 2021, the Sponsor purchased 5,750,000 ~~founder~~Founder ~~shares~~Shares of the Company’s Class B ~~Ordinary~~ordinary ~~Shares~~shares, with no par value ~~(“Class B Ordinary Shares”)~~ for an aggregate price of $25,000. On March 24, 2022, the Company cancelled 431,250 of such ~~founder~~Founder ~~shares~~Shares for no consideration, resulting in 5,318,750 ~~founder~~Founder ~~shares~~Shares remaining outstanding (of which an aggregate of up to 693,750 shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter). The Sponsor has agreed to forfeit up to 693,750 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the IPO. As a result of the underwriter’s partial exercise of the over-allotment option on May 5, 2022, 318,750 shares of Class B ordinary share were forfeited for no consideration on May 6, 2022.

Simultaneously with the closing of the IPO, the Company consummated the Private Placement with A SPAC II (Holdings) Corp., the Company’s ~~sponsor~~Sponsor, of 8,966,000 Private Warrants at a price of $1.00 per Private Warrant, generating total proceeds of $8,966,000. The Private Warrants are identical to the ~~public~~Public Warrants sold in the IPO, as set forth in the Underwriting Agreement, except as described in the Warrant Agreement. The private placement warrants will not be transferable, assignable or salable except for transfers (i) among the initial shareholders or to the initial shareholder’s members or the company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the company for no value for cancellation in connection with the consummation of a business combination, (vii) in the event of the company’s liquidation prior to its consummation of an initial business combination or (viii) in the event that, subsequent to the consummation of an initial business combination, the company completes a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, in each case (except for clauses (vi), (vii) or (viii) or with the company’s prior written consent) on the condition that prior to such registration for transfer, the warrant agent shall be presented with written documentation pursuant to which each permitted transferee or the trustee or legal guardian for such permitted transferee agrees to be bound by the transfer restrictions contained in the warrant agreement and any other applicable agreement the transferor is bound by. There will be no redemption rights or liquidating distributions from the trust account with respect to the ~~founder~~Founder ~~shares~~Shares or private placement warrants, which will expire worthless if we do not consummate a business combination within the allotted 2739-month period.

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In order to meet our working capital needs, our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes.

The holders of our insider shares issued and outstanding on the date of the IPO, as well as the holders of the private placement warrants and any securities of our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the IPO. The holders of a majority of these securities are entitled to make up to three demands that we register such securities. 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 consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

No compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial shareholders, officers or directors who owned our ordinary shares prior to the IPO, or to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).

There will be no finder’s fees, reimbursements or cash payments made to our ~~sponsor~~Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of the initial public offering and the sale of the private placement warrants, not held in the trust account, prior to the completion of our initial business combination: (i) repayment of an aggregate of up to $400,000 in loans made to us by our ~~sponsor~~Sponsor to cover offering-related and organizational expenses; (ii) reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and (iii) repayment of loans which may be made by our ~~sponsor~~Sponsor or an affiliate of our ~~sponsor~~Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,150,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. These payments may be funded using the net proceeds of the initial public offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our ~~sponsor~~Sponsor, officers or directors, or our or their affiliates.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors (or, if there are no “independent” directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Pursuant to a Share Exchange Agreement between the Company and the Sponsor, dated December 7, 2023, the Sponsor has transferred and delivered to the Company 4,900,000 Class B ordinary shares of the Company in exchange for 4,900,000 Class A ordinary shares of the Company. The 4,900,000 Class A ordinary shares issued in connection with the Share Exchange are subject to the same restricted as applied to the Class B ordinary shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial shareholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. Furthermore, in no event will any of our existing officers, directors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. For a description of the director independence, see above Part III, Item 10 - Directors, Executive Officers and Corporate Governance.

Item 14. Principal Accountant Fees and Services.

During the period from June 28, 2021 (inception) through December 31, ~~2023~~2024, the firm of Marcum Bernstein & Pinchuk LLP, has acted as our principal independent registered public accounting firm. Marcum Bernstein & Pinchuk LLP changed its name to Marcum Asia CPAs LLP (“Marcum Asia”) on September 7, 2022. The following is a summary of fees paid or to be paid to ~~both~~Marcum ~~firms~~Asia for services rendered.

35Audit 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 Marcum Asia in connection with regulatory filings. For the years ended December 31, 2024 and 2023, the aggregate fees billed by Marcum Asia totaled approximately $94,760 and $97,850, respectively, for professional services rendered for the audit of our annual financial statements and review of the unaudited interim financial statements included in our regulatory filings.

Audit-Related 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 Marcum Bernstein & Pinchuk LLP in connection with regulatory filings. For the ~~year~~years ended December 31, ~~2023~~2024 and ~~2022~~2023, ~~the aggregate~~we ~~fees~~did ~~billed~~not bypay Marcum ~~Bernstein & Pinchuk LLP or Marcum~~ Asia ~~totaled approximately $97,850 and $82,098~~ for ~~professional services~~consultations ~~rendered~~concerning ~~for the audit of our annual~~ financial ~~statements~~accounting and ~~review of the financial information included in our regulatory~~reporting ~~filings~~standards.

~~Audit-Related~~Tax Fees. For the years ended December 31, ~~2022~~2024 and 2023, we did not pay Marcum ~~Bernstein & Pinchuk LLP or Marcum~~ Asia for ~~consultations~~tax ~~concerning financial~~planning ~~accounting~~ and ~~reporting~~tax ~~standards~~advice.

~~Tax~~All Other Fees. ~~During the~~For ~~period~~the ~~from~~years ~~June~~ended ~~28, 2021 (inception) through~~ December 31, ~~2021~~2024 and ~~for the year ended December 31,~~ 2023, we did not pay Marcum ~~Bernstein & Pinchuk LLP or Marcum~~ Asia for ~~tax~~other ~~planning and tax advice~~services.

All Other Fees. During the years ended December 31, 2022 and 2023, we did not pay Marcum Bernstein & Pinchuk LLP or Marcum Asia for other services.

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).

3638

part IV

Item 15. Exhibits, Financial Statement Schedules

(a)	The following documents are filed as part of this Form 10-K:

(1) Financial Statements:

		Page
Report of Independent Registered Public Accounting Firm - Marcum Asia CPAs LLP (PCAOB ID: 5395)		F-2
Financial Statements:
Balance Sheets as of December 31, 2024 and 2023		F-3
Statements of Operations for the Years Ended December 31, 2024 and 2023		F-4
Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2024 and 2023		F-5
Statements of Cash Flows for the Years Ended December 31, 2024 and 2023		F-6
Notes to Financial Statements		F-7

	Page
Report of Independent Registered Public Accounting Firm - Marcum Asia CPAs LLP (PCAOB ID: 5395)	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Shareholder’s Equity (Deficit)	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

(2)

Financial Statement Schedules:

None.

(3)

Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

3739

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated May 2, 2022, by and between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2022)
3.1		Third Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2024.
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022)
4.2		Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022)
4.3		Specimen Right Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022)
4.4		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022)
4.5		Rights Agreement, dated May 2, 2022, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2022)
4.6		Warrant Agreement, dated May 2, 2022, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2022)
10.1		Letter Agreements by and between the Registrant and each of the initial shareholders, officers and directors of the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2022)
10.2		Investment Management Trust Account Agreement, dated May 2, 2022 by and between Continental Stock Transfer &Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2022)
10.3		Registration Rights Agreement, dated May 2, 2022, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2022)
10.4		Private Place Warrants Purchase Agreement, dated May 2, 2022, by and between the Registrant and the ~~sponsor~~Sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2022)

3840

10.5		Indemnity Agreement, dated May 2, 2022 by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2022)
10.6		Stock Escrow Agreement, dated May 2, 2022 among the Registrant, directors, officers and shareholders (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2022)
10.7		Form of Securities Subscription Agreement by and between the Registrant and the ~~sponsor~~Sponsor (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022)
10.7		Promissory Note, dated December 9, 2024, issued to the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 10, 2024)
14		Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022)
31.1**		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
19*		Insider Trading Policy
31.2**		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1		Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022)
99.2		Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022)
99.3		Nominating Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022)
99.4		Clawback Policy (incorporated by reference to Exhibit 99.4 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2024)
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

*	Filed herewith.

Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 16. Form 10-K Summary

Not Applicable.

3941

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	A SPAC II ACQUISITION CORP.
Dated: March 29, 2024	By:	/s/ Serena Shie
Dated: March 27, 2025	By:	/s/ Serena Shie
	Name:	Serena Shie
	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Serena Shie, as her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

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.

Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Serena Shie	Chief Executive Officer	March 27, 2025
Serena Shie	(Principal Executive Officer)

/s/ Claudius Tsang	Chief Financial Officer	March 27, 2025
Claudius Tsang	(Principal Accounting and Financial Officer)

/s/ Malcolm F. MacLean IV
Malcolm F. MacLean IV	Director	March 27, 2025

/s/ Anson Chan
Anson Chan	Director	March 27, 2025

/s/ Ka Wo Chan
Ka Wo Chan	Director	March 27, 2025

/s/ Bryan Biniak
Bryan Biniak	Director	March 27, 2025

/s/ Paul Cummins
Paul Cummins	Director	March 27, 2025

Signature	Title	Date
/s/ Serena Shie	Chief Executive Officer
Serena Shie	(Principal Executive Officer)	March 29, 2024
/s/ Claudius Tsang	Chief Financial Officer
Claudius Tsang	(Principal Accounting and Financial Officer)	March 29, 2024
/s/ Malcolm F. MacLean IV
Malcolm F. MacLean IV	Director	March 29, 2024
/s/ Anson Chan
Anson Chan	Director	March 29, 2024
/s/ Ka Wo Chan
Ka Wo Chan	Director	March 29, 2024
/s/ Bryan Biniak
Bryan Biniak	Director	March 29, 2024
/s/ Paul Cummins
Paul Cummins	Director	March 29, 2024

A SPAC II ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

		Page(s)
Report of Independent Registered Public Accounting Firm - Marcum Asia CPAs LLP (PCAOB ID: 5395)		F-2
Financial Statements:
Balance Sheets		F-3
Balance Sheets as of December 31, 2024 and 2023		F-3
Statements of Operations		F-4
Statements of Operations for the Years Ended December 31, 2024 and 2023		F-4
Statements of Changes in Shareholders’ Equity (Deficit)		F-5
Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2024 and 2023		F-5
Statements of Cash Flows		F-6
Statements of Cash Flows for the Years Ended December 31, 2024 and 2023		F-6
Notes to Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of ~~A SPAC II Acquisition Corp.~~

A SPAC II Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of A SPAC II Acquisition Corp. (the “Company”) as of December 31, ~~2023~~2024 and ~~2022~~2023, the related statements of operations, ~~change~~changes in shareholders’ ~~equity (~~deficit) and cash flows for each of the ~~two~~ years ~~in the period~~ ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audits, the financial statements present fairly, in in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and ~~its~~ its cash flows for each of the ~~two~~ years ~~in the period~~ ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in in the United States of America.

Explanatory Paragraph – 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 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, ~~stock~~share exchange, asset acquisition, ~~stock~~ stock purchase, reorganization or similar business combination with one or more businesses on or before August 5, ~~2024~~2025 (unless further extended). There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund its ~~further~~ business operations and complete any business combination prior to August 5, ~~2024~~2025 (unless further extended), if at all. The Company also has no approved plan in place to extend the business combination deadline beyond August 5, 2025 and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination ~~was~~is ~~postponed~~extended to a later date. 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~~be ~~from~~necessary should the ~~outcome of~~Company ~~this~~be ~~uncertainty~~unable to continue as a going concern.

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/ Marcum Asia CPAs llp

Marcum Asia CPAs llp

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

New York, NY

March 2827, ~~2024~~2025

Firm ID#: 5395

NEW YORK OFFICE ● 7 Penn Plaza ● Suite 830 ● New York, New York ● 10001

Phone 646.442.4845 ● Fax 646.349.5200 ● www.marcumasia.com

F-2

A SPAC II ACQUISITION CORP.

BALANCE SHEETS

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Assets
Current assets:
Cash	$	~~442~~140,~~147~~981		$	1442,~~063,837~~147
Prepaid expenses		3416,~~489~~327			8434,~~412~~489
Total current assets		~~476~~157,~~636~~308			1476,~~148,249~~636
Investments held in Trust Account		214,~~895~~485,~~685~~356			~~206~~21,~~356~~895,~~227~~685
Total Assets	$	224,~~372~~642,~~321~~664		$	~~207~~22,~~504~~372,~~476~~321
Liabilities, Shares Subject to Redemption and Shareholders’ Deficit
Liabilities, Shares Subject to Redemption, and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	~~157~~279,~~354~~881		$	21157,~~316~~354
Total current liabilities		157,354			21,316
Promissory note – related party		157,838			—
Total current liabilities		437,719			157,354
Deferred underwriting fee payable		7,000,000			7,000,000
Total Liabilities		7,~~157~~437,~~354~~719			7,~~021~~157,~~316~~354
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, no par value; 1,996,395 shares and 20,000,000 shares at redemption value of $10.968 and $10.318 per share as of December 31, 2023 and 2022, respectively		21,895,685			206,356,227
Class A ordinary shares subject to possible redemption, no par value; 387,978 shares and 1,996,395 shares at redemption value of 11.561 and $10.968 per share as of December 31, 2024 and 2023, respectively		4,485,356			21,895,685
Shareholders’ Deficit
Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, no par value; 500,000,000 shares authorized; 5,200,000 shares and 300,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively (excluding 1,996,395 shares and 20,000,000 shares subject to possible redemption as of December 31, 2023 and 2022, respectively)		—			—
Class A ordinary shares, no par value; 500,000,000 shares authorized; 5,200,000 shares issued and outstanding as of December 31, 2024 and 2023 (excluding 387,978 and 1,996,395 shares subject to possible redemption as of December 31, 2024 and 2023, respectively)		—			—
Class B ordinary shares, no par value; 50,000,000 shares authorized; 100,000 shares and 5,000,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively		—			—
Class B ordinary shares, no par value; 50,000,000 shares authorized; 100,000 shares issued and outstanding as of December 31, 2024 and 2023		—			—
Additional paid-in capital		—			—
Accumulated deficit		(67,~~680~~280,~~718~~411	)		(56,~~873~~680,~~067~~718	)
Total Shareholders’ Deficit		(67,~~680~~280,~~718~~411	)		(56,~~873~~680,~~067~~718	)
Total Liabilities, Shares Subject to Redemption, and Shareholders’ Deficit	$	224,~~372~~642,~~321~~664		$	~~207~~22,~~504~~372,~~476~~321

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

F-3

A SPAC II ACQUISITION CORP.

STATEMENTS OF OPERATIONS

	For the Year Ended December 31,
	2023			2022
	2024			2023
General and administrative expenses	$	~~842~~610,~~030~~857		$	~~424~~842,~~790~~030
Loss from Operations		(~~842~~610,~~030~~857	)		(~~424~~842,~~790~~030	)
Other income:
Interest income		6,277,804			2,867,339
Interest earned on investments held in the Trust Account		754,753			6,243,425
Income before income taxes		5,435,774			2,442,549
Interest earned in bank account		11,164			34,379
Income before income taxes		155,060			5,435,774
Income taxes provision		—			—
Net income	$	5155,~~435,774~~060		$	25,~~442~~435,~~549~~774
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		121,~~502~~315,~~608~~235			1312,~~347~~502,~~945~~608
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.4548		$	0.8345
Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption		5,300,000			5,~~072~~300,~~483~~000
Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption	$	(0.0509	)	$	(10.7105	)

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

F-4

A SPAC II ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ ~~EQUITY (~~DEFICIT)

For the Year Ended December 31, 2024

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2023		5,200,000	$	—		100,000	$	—	$	—	$	(6,680,718	)	$	(6,680,718	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(754,753	)		(754,753	)
Net Income		—		—		—		—		—		155,060			155,060
Balance – December 31, 2024		5,200,000	$	—		100,000	$	—	$	—	$	(7,280,411	)	$	(7,280,411	)

For the Year Ended December 31, 2023

	Ordinary Shares									Additional					Total
	Class A				Class B					Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares			Amount		Capital		Deficit			(Deficit)
Balance – December 31, 2022		300,000	$	—		5,000,000		$	—	$	—	$	(5,873,067	)	$	(5,873,067	)
Accretion of Class A ordinary shares to redemption value		—		—		—			—		—		(6,243,425	)		(6,243,425	)
Net Income		—		—		—			—		—		5,435,774			5,435,774
Founder Share Exchange		4,900,000				(4,900,000	)		—		—		—			—
Balance – December 31, 2023		5,200,000	$	—		100,000		$	—	$	—	$	(6,680,718	)	$	(6,680,718	)

For the Year Ended December 31, 2022

	Ordinary Shares										Additional						Total Shareholders’
	Class A					Class B					Paid-in			Accumulated			Equity
	Shares			Amount		Shares			Amount		Capital			Deficit			(Deficit)
Balance – December 31, 2021		—		$	—		5,318,750		$	—	$	25,000		$	(2,760	)	$	22,240
Sale of public units in initial public offering		20,000,000			—		—			—		200,000,000			—			200,000,000
Sale of private placement warrants		—			—		—			—		8,966,000			—			8,966,000
Issuance of Representative shares		300,000			—		—			—		—			—			—
Forfeiture of Founder Shares		—					(318,750	)		—		—			—			—
Over-allotment liability		—					—			—		(67,450	)		67,450			—
Underwriter commissions		—			—		—			—		(10,380,000	)		—			(10,380,000	)
Offering costs		—			—		—			—		(567,629	)		—			(567,629	)
Initial measurement of Class A ordinary shares subject to possible redemption		(20,000,000	)		—		—			—		(184,432,550	)		—			(184,432,550	)
Allocation of offering costs to common stock subject to redemption		—			—		—			—		12,109,128			—			12,109,128
Accretion of Class A ordinary shares to redemption value		—			—		—			—		(25,652,499	)		(8,380,305	)		(34,032,804	)
Net income for the year		—			—		—			—		—			2,442,549			2,442,549
Balance – December 31, 2022		300,000		$	—		5,000,000		$	—	$	—		$	(5,873,067	)	$	(5,873,067	)

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

F-5

A SPAC II ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,
	2023			2022
	2024			2023
Cash flows from operating activities:
Net income (loss)	$	5,435,774		$	2,442,549
Net income	$	155,060		$	5,435,774
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned in trust account		(6,243,425	)		(2,856,227	)
Interest earned on investments held in the Trust Account		(754,753	)		(6,243,425	)
Change in operating assets and liabilities:
Prepaid expenses and other assets		49,923			(46,229	)
Prepaid expenses		18,162			49,923
Accounts payable and accrued expenses		~~136~~120,~~038~~365			21136,~~316~~038
Net cash used in operating activities		(~~621~~461,~~690~~166	)		(~~438~~621,~~591~~690	)
Cash Flows from Investing Activities:
Purchase of investment held in trust account		—			(203,500,000	)
Cash withdrawn from trust account to pay shareholder redemptions		18,165,082			190,703,967
Cash withdrawn from trust account to pay shareholder redemptions		190,703,967			—
Net cash provided by (used in) investing activities		18,165,082			190,703,967
Net cash provided by (used in) investing activities		190,703,967			(203,500,000	)
Cash Flows from Financing Activities:
Proceeds from sale of public units through public offering		—			200,000,000
Proceeds from promissory note - related party		160,000			—
Proceeds from sale of private placement warrants		—			8,966,000
Payment of public shareholder redemptions		(18,165,082	)		(190,703,967	)
Payment of underwriters’ commissions		—			(3,380,000	)
Net cash used in financing activities		(18,005,082	)		(190,703,967	)
Payment of offering costs		—			(465,697	)
Net change in cash		(301,166	)		(621,690	)
Payment of promissory note - related party		—			(117,875	)
Cash, beginning of the period		442,147			1,063,837
Payment of public shareholder redemptions		(190,703,967	)		—
Cash, end of the period	$	140,981		$	442,147
Net cash provided by (used in) financing activities		(190,703,967	)		205,002,428
Net change in cash		(621,690	)		1,063,837
Cash, beginning of the period		1,063,837			—
Cash, end of the period	$	442,147		$	1,063,837
Supplemental Disclosure of Cash Flow Information:
Deferred underwriting commission	$	—		$	7,000,000
Accretion of Class A ordinary shares to redemption value	$	754,753		$	6,243,425
Initial measurement of ordinary shares subject to possible redemption	$	—		$	184,432,550
Repayment of sponsor loan included in accounts payable	$	2,162		$	-
Remeasurement of carrying value to redemption value	$	6,243,425		$	34,032,804

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

F-6

A SPAC II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Note 1 – Description of Organization and Business Operation

A SPAC II Acquisition Corp. (the “Company”) was incorporated in the British Virgin Islands on June 28, 2021 (“Inception”). The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

As of December 31, ~~2023~~2024, the Company had not commenced any operations. All activities for the period from June 28, 2021 (inception) through December 31, ~~2023~~2024, relate to the Company’s formation, the initial public offering (“IPO”) and its search of a Business Combination target as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s IPO became effective on May 2, 2022. On May 5, 2022, the Company consummated the IPO of 20,000,000 units (the “Units”), which includes the partial exercise of the over-allotment option of 1,500,000 Units granted to the underwriters. The Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with A SPAC II (Holdings) Corp., the Company’s ~~sponsor~~Sponsor, of 8,966,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,966,000.

Transaction costs amounted to $13,150,218, consisting of $3,380,000 of underwriting fees, $7,000,000 of deferred underwriting fees (payable only upon completion of a Business Combination), $567,629 of other offering costs and $2,202,589 fair value of the 300,000 representative shares considered as part of the transaction costs, and were recognized upon completion of the IPO.

The Company also issued 300,000 shares of Class A ordinary shares (the “Representative Shares”) to Maxim Group LLC, (“Maxim”), the representative of the underwriters, as part of representative compensation, the fair value of which is $2,202,589. The Representative Shares are identical to the public shares except that Maxim has agreed not to transfer, assign or sell any such representative shares until the completion of the Company’s initial Business Combination. The Representative Shares are deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in ~~this~~the ~~offering~~ IPO pursuant to FINRA Rule 5110(e)(1). In addition, the representatives have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its initial Business Combination within 15 months of the closing of the IPO (or 21 months, if the Company extends the time to complete a Business Combination). As discussed below, the Company has extended the time to complete a Business Combination to August 5, 2025.

Upon the closing of the IPO on May 5, 2022, $203,500,000 ($10.175 per Unit) from the net offering proceeds of the sale of the Units in the IPO and a portion of the sale of the Private Placement was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer& Trust as a trustee and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company will provide the holders of the outstanding Class A ordinary shares sold with the Units (the “Public Shares”) sold in the IPO (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a 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 the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.175 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). As discussed below, in August 2023 and July 2024, the Public Shareholders were given the opportunity to redeem all or a portion of their Public Shares in connection with proposals to amend and restate the Company’s amended and restated memorandum and articles of association.

F-7

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities ~~from~~ from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A ~~Ordinary~~ordinary ~~Shares~~shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares ~~will~~were be issued with ~~other~~ other freestanding instruments (i.e., Public Warrants and Public Rights), the initial carrying value of Class A ~~Ordinary~~ordinary ~~Shares~~shares classified as as temporary equity ~~will~~was ~~be the~~ allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Class A ~~Ordinary~~ordinary ~~Shares~~shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions in connection with our initial business combination cannot cause the Company’s net tangible assets to fall below $5,000,001, all of the Public Shares ~~are~~ are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares ~~voted~~ are voted in favor of the Business Combination, or such other vote as required by law or ~~stock~~ stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does ~~not~~ not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 45) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

The Company’s Sponsor, officers and directors (the “Initial Shareholder”) ~~has~~have agreed not to propose an amendment to the Certificate of Incorporation that would affect ~~the~~ the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 15 months from the closing of the IPO (the “Combination Period”) (or up to 21 months from the closing of this offering if the Company extends the period of time to consummate a Business Combination) , the Company 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law. As discussed below, the Company has extended the time to complete a Business Combination to August 5, 2025.

The Initial Shareholder have agreed to waive ~~their~~ their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00175 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business (except for the Company’s Independent Registered Public Accounting Firm), execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

F-8

On August 1, 2023, at its Extraordinary General Meeting (the “2023 EGM”), the Company’s shareholders approved a proposal to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association (“the Charter”) to, among other things, allow the Company to extend the date by which it has to complete a business combination to August 5, 2024, or up to 27 months from its initial public offering. In connection with the shareholders’ vote at the 2023 EGM, 18,003,605 Class A ordinary shares with redemption value of $190,703,967 were tendered for redemption on August 1, 2023. The Company filed the Charter amendment with the Registrar of Corporate Affairs at the British Virgin Islands on August 1, 2023.

Pursuant to a Share Exchange Agreement entered by and between the Company and the Sponsor dated December 7, 2023, the Sponsor has transferred and delivered to the Company 4,900,000 Class B ordinary shares of the Company in exchange for 4,900,000 Class A ordinary shares of the Company (the “Share Exchange”). The 4,900,000 Class A Shares issued in connection with the Share Exchange are subject to the same ~~restricted~~restriction as applied to the Class B B Shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the ~~obligation~~ obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering.

Following the Share Exchange, there ~~are~~were 7,196,395 Class A ordinary shares (1,996,395 of which were subject to possible redemption) and 100,000 Class B ordinary shares issued and outstanding. As a result of the Share Exchange, the Sponsor ~~holds~~held approximately 68.1% of the Company’s then outstanding Class A ordinary shares. The issuance of the 4,900,000 Class A ordinary shares has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

On July 23, 2024, at its Extraordinary General Meeting (the “2024 EGM”), the Company’s shareholders approved a proposal to amend and restate the Company’s amended and restated memorandum and articles of association (the “Third Charter Amendment”) to allow the Company to extend the date by which it has to complete a business combination to August 5, 2025, or up to 39 months from its initial public offering. In connection with the shareholders’ vote at the 2024 EGM, 1,608,417 Class A ordinary with a redemption value of $18,165,082.19 were tendered for redemption. Following the shareholder approval, the Company filed the Third Charter Amendment with the British Virgin Islands Registrar of Corporate Affairs. Pursuant to the Third Amended Charter which is effective on July 23, 2024, the Company has up to 39 months from its initial public offering (i.e., until August 5, 2025) to consummate an initial business combination.

Going Concern Consideration

As of December 31, ~~2023~~2024, the Company had cash of $~~442~~140,~~147~~981 and a working capital deficit of $~~319~~280,~~282~~411. As discussed in Note 5, the Sponsor loaned the Company $157,838. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination, for which it will require additional financing. The Company currently has no commitments to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful. In addition, the Company has until August 5, 2025 to consummate a Business Combination (~~excluding~~unless ~~investment~~further ~~held~~extended). If a Business Combination is not consummated within this time period (the “Combination Period”), the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with the Company’s assessment of going concern considerations in ~~Trust~~accordance ~~Account~~with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, management has determined that the mandatory liquidation, should a business combination not occur, and ~~deferred~~potential subsequent ~~underwriting~~dissolution, ~~fee~~along ~~payable~~with the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in addressing this uncertainty are through the completion of a business combination and receiving financing under the Working Capital Loans (see Note 5), however, the Sponsor is not obligated to make any such loans. There is no assurance that the Company’s plans to consummate a business combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

The Company has until August 5, 2024 to consummate a Business Combination. It is uncertain that the Company 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.

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case, subject to compliance with applicable securities laws, the Company may issue additional securities or incur debt in connection with such Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period (by August 5, 2024), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

~~The~~As ~~Company~~a ~~continues~~result toof ~~evaluate~~ the ~~impact~~military ofaction commenced in February 2022 by the ~~COVID-19~~Russian ~~pandemic~~Federation and ~~has~~Belarus ~~concluded~~in ~~that~~the ~~while~~country itof isUkraine ~~reasonably~~and ~~possible~~related ~~that~~economic ~~COVID-19~~sanctions ~~could~~and ~~have~~the aimpact ~~negative~~of ~~effect~~armed onconflict in Israel and the Gaza Strip that commenced in October 2023, the Company’s ability to consummate a Business Combination, or ~~search~~the ~~for~~operations of a target ~~company~~business ~~for~~with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the ~~specific~~Company’s ~~impact~~ability isto ~~not~~consummate ~~readily~~a ~~determinable~~transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the ~~date~~Company or at all. The impact of ~~these~~this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate ~~statements~~a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions and the impact of armed conflict in Israel and the Gaza Strip commenced in October 2023, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-9

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying audited financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by ~~GAAP~~U. InS. ~~the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included~~GAAP.

Emerging Growth Company

The Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 income and expenses during the reporting period. Actual results could differ from those estimates.

Investment Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government ~~securities~~treasury obligations. These securities are ~~presented~~ presented on the balance sheet at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are ~~included~~ included in interest earned on investments held in the Trust Account in the accompanying ~~unaudited condensed~~ statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information.

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 had $~~442~~140,~~147~~981 and $1442,~~063,837~~147 in cash as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively. The Company did not have any cash equivalents as of December 31, ~~2023~~2024 and ~~2022~~2023.

F-10

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the United States Federal Depository Insurance Corporation limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company has not experienced losses on these ~~this account~~accounts.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” ~~Common~~Ordinary ~~stock~~shares subject to mandatory redemption (if any) isare classified as a liability instrument and isare measured at fair value. Conditionally redeemable ~~common~~ordinary ~~stock~~shares (including ~~common~~ordinary ~~stock~~shares that ~~features~~feature redemption ~~rights~~ rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within ~~the~~ the Company’s control) isare classified as temporary equity. At all other times, ~~common~~ordinary ~~stock~~shares isare classified as ~~stockholders~~shareholders’ equity. The Company’s Class A ordinary shares subject to possible redemption feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. ~~Accordingly~~Given that the 20,000,000 Public Shares sold as part of ~~December~~the 31Units in the IPO were issued with other freestanding instruments (i.e., ~~2023~~rights and ~~2022~~warrants), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of ~~common~~issuance ~~stock~~(or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. Accordingly, as of December 31, 2024 and 2023, Class A ordinary shares subject to possible redemption are presented at redemption value of $1011.~~968~~561 and $10.~~318~~ 968 per share, respectively, as temporary equity, outside of the shareholders’ equity section of the Company’s balance ~~sheet~~sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ~~common~~ordinary ~~stock~~ shares to equal the redemption value at the end of each reporting period. ~~Increases~~The accretion or ~~decreases~~remeasurement inis ~~the~~treated ~~carrying~~as ~~amount~~a ofdeemed ~~shares~~dividend of(i.e., a ~~redeemable~~reduction ~~common~~to ~~stock~~retained ~~are~~earnings, ~~affected~~or ~~by charges against additional paid~~ in ~~capital~~absence orof ~~accumulated~~retained ~~deficit~~earnings, if additional paid -in capital ~~equals to zero~~).

~~F-10~~As of December 31, 2024 and 2023, the Class A ordinary shares reflected on the balance sheets are reconciled in the following table.

	Shares			Amount
Class A ordinary shares subject to possible redemption - December 31, 2022		20,000,000		$	206,356,227
Plus:
Remeasurement of carrying value to redemption value					6,243,425
Less:
Payment to redeemed shareholders		(18,003,605	)		(190,703,967	)
Class A ordinary shares subject to possible redemption- December 31, 2023		1,996,395			21,895,685
Plus:
Remeasurement of carrying value to redemption value					754,753
Less:
Payment to redeemed shareholders		(1,608,417	)		(18,165,082	)
Class A ordinary shares subject to possible redemption- December 31, 2024		387,978		$	4,485,356

F-11

Fair Value of Financial Instruments

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

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument 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 instruments are outstanding. As discussed in Note 7, the Company determined that upon ~~further~~ review of the warrant agreement, management concluded that the Public ~~Warrants~~ Warrants (as defined in Note 3) and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

~~Net Income (Loss) Per~~ Share Rights

The Company ~~complies~~accounts ~~with~~for accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the ~~two-class~~Public ~~method~~Rights ~~of income per share. In order to determine the net income~~and ~~(loss)~~private ~~attributable~~placement torights ~~both~~issued ~~the~~in ~~redeemable~~connection ~~shares~~with ~~and non-redeemable shares,~~ the ~~Company~~IPO ~~first considered the undistributed income (loss) allocable to both the redeemable shares~~ and ~~non-redeemable shares and~~ the ~~undistributed~~Private ~~income~~Placement ~~(loss)~~in isaccordance ~~calculated~~with ~~using~~ the ~~total~~guidance ~~net loss~~contained ~~less~~in ~~any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number~~FASB ofASC ~~shares~~Topic ~~outstanding~~815, ~~between~~“Derivatives ~~the redeemable~~ and ~~non-redeemable shares~~Hedging”. ~~Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31~~Accordingly,~~2023,~~ the Company ~~did~~evaluated ~~not have any dilutive securities~~ and ~~other~~classified ~~contracts~~the ~~that~~rights ~~could,~~under ~~potentially,~~equity ~~be exercised or converted into ordinary shares~~treatment ~~and~~at ~~then~~their ~~share~~assigned ~~in the earnings of the Company~~values. ~~As a result, diluted loss per share is the same as basic loss per share for the period presented.~~

Convertible Promissory Note

The Company accounts for its convertible promissory notes in accordance with the guidance contained in 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) and recorded as debt (liability) on the balance sheet. The Company’s assessment of the embedded conversion feature (see Note 5 - Related Party Transactions) considers the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity. The conversion feature of the promissory note meets the definition of a derivative instrument. However, bifurcation of conversion feature from the debt host is not required because the conversion feature meets ASC 815 scope exception, as the promissory note is convertible into warrants which are considered indexed to the Company’s own stock and classified in shareholders’ equity.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income 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 income (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 common shares subject to possible redemption was considered to be dividends paid to the public shareholders.

The calculation of diluted income per ordinary share does not consider the effect of the warrants and rights issued in connection with the IPO and Private Placement since the exercise of the warrants and conversion of the rights are contingent upon the occurrence of future events. Additionally, the calculation does not consider the effect of the conversion feature in the Promissory Note as the conversion of the note is also contingent on future events. As of December 31, 2024, the Company did not have any dilutive securities and 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 loss per share is the same as basic loss per share for the period presented.

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

	For the Year Ended December 31,
	2023			2022
	2024			2023
Net income (loss)	$	5,435,774		$	2,442,549
Net income	$	155,060		$	5,435,774
Accretion of ordinary shares to redemption value		(6754,~~243,425~~753	)		(346,~~032~~243,~~804~~425	)
Net loss including accretion of ordinary shares to redemption value	$	(~~807~~599,~~651~~693	)	$	(31807,~~590,255~~651	)

	For the Year Ended December 31,
	2023						2022
	Redeemable Class A Ordinary Shares			Non-redeemable Class A and Class B Ordinary Shares			Redeemable Class A Ordinary Shares			Non-redeemable Class A and Class B Ordinary Shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net loss	$	(567,206	)	$	(240,445	)	$	(22,891,161	)	$	(8,699,094	)
Accretion of ordinary shares subject to possible redemption to redemption value		6,243,425			—			34,032,804			—
Allocation of net income (loss)		5,676,219			(240,445	)		11,141,643			(8,699,094	)
Denominator:
Basic and diluted weighted average shares outstanding		12,502,608			5,300,000			13,347,945			5,072,483
Basic and diluted net income (loss) per ordinary share	$	0.45		$	(0.05	)	$	0.83		$	(1.71	)

F-12

F-11

	For the Year Ended December 31,
	2024						2023
	Redeemable Class A Ordinary Shares			Non-redeemable Class A and Class B Ordinary Shares			Redeemable Class A Ordinary Shares			Non-redeemable Class A and Class B Ordinary Shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net loss	$	(119,230	)	$	(480,463	)	$	(567,206	)	$	(240,445	)
Accretion of ordinary shares subject to possible redemption to redemption value		754,753			—			6,243,425			—
Allocation of net income (loss)		635,523			(480,463	)		5,676,219			(240,445	)

Denominator:
Basic and diluted weighted average shares outstanding		1,315,235			5,300,000			12,502,608			5,300,000
Basic and diluted net income (loss) per ordinary share	$	0.48		$	(0.09	)	$	0.45		$	(0.05	)

Income Taxes

The Company ~~complies~~follows ~~with~~ the ~~accounting~~asset and ~~reporting requirements~~liability method of accounting for income taxes under FASB ASC 740, “Income Taxes,.” ~~(“ASC~~Deferred ~~740”)~~tax ~~which~~assets ~~requires~~and anliabilities ~~asset~~are ~~and~~recognized ~~liability~~for the ~~approach~~estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets ~~accounting~~and liabilities and ~~reporting~~their ~~for~~respective ~~income~~tax ~~taxes~~bases. Deferred ~~income~~ tax assets and liabilities are ~~computed~~measured ~~for~~using ~~differences~~enacted ~~between~~tax ~~the~~rates ~~financial~~expected to apply ~~statement~~to ~~and~~taxable ~~tax~~income ~~bases~~in ofthe ~~assets~~years ~~and~~in ~~liabilities~~which ~~that~~those ~~will~~temporary ~~result~~differences inare ~~future~~expected ~~taxable~~to be recovered or ~~deductible~~settled. ~~amounts,~~The ~~based~~effect on ~~enacted~~deferred tax ~~laws~~ assets and ~~rates~~liabilities ~~applicable~~of toa ~~the~~change ~~periods~~in tax rates is recognized in ~~which~~income in the ~~differences~~period ~~are~~that ~~expected~~included tothe ~~affect~~enactment ~~taxable income~~date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold ~~and~~ 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 British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. ~~There~~As of December 31, 2024 and 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties ~~as of December 31, 2023~~. The Company’s ~~management determined that the British Virgin Islands~~ is ~~the~~currently ~~Company’s only major tax jurisdiction. The Company is~~ not ~~currently~~ aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the British Virgin Islands. In accordance with British Virgin Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. 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 a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“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~~free-standing 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, 2024 ~~for the Company~~ and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company isadopted ~~currently~~ASU 2020-06 on ~~assessing~~January ~~the impact~~1, if2024. ~~any,~~Adoption ~~that~~of the ASU ~~2020-06~~did ~~would~~not ~~have on~~impact ~~its~~the Company’s financial position, results of operations or cash flows.

In ~~December~~November 2023, the FASB issued ~~Accounting~~ASU ~~Standards~~No. ~~Update~~ 2023-0907, ~~“Income~~Segment ~~Taxes~~Reporting (Topic ~~740~~280): Improvements to ~~Income~~Reportable ~~Tax~~Segment ~~Disclosure”~~Disclosures, ~~(“ASU~~which ~~2023-09”). ASU 2023-09 mostly~~ requires~~, on~~ anthe ~~annual basis,~~ disclosure of ~~specific~~additional ~~categories~~segment ~~in an entity’s effective tax rate reconciliation and income taxes paid disaggregated~~information. byASU ~~jurisdiction~~No. ~~The~~2023-07 ~~incremental~~is ~~disclosures~~effective ~~may~~for befiscal ~~presented~~years onbeginning aafter ~~prospective~~December or15, ~~retrospective~~2023, ~~basis.~~and ~~The~~interim ~~ASU~~periods iswithin ~~effective for~~ fiscal years beginning after December 15, 2024 ~~with early adoption permitted~~. The Company isadopted ~~currently~~this ~~assessing~~guidance ~~the~~as ~~impact,~~of ifDecember ~~any~~31, ~~that ASU 2023-09 would have on its financial position, results of operations or cash flows~~2024.

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09 on its financial statements. As a British Virgin Islands entity, the Company is not subject to income taxes, as such, the Company does not expect any impact of adopting ASU 2023-09 on its financial statements.

F-13

The Company’s 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.

Note 3 – Initial Public Offering

Pursuant to the IPO on May 5, 2022, the Company sold 20,000,000 Units which includes the partial exercise of the over-allotment option of 1,500,000 Units granted to the underwriters, at a price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share, one-half of one redeemable warrant (“Public Warrant”), and one right to receive one-tenth (1/10) of one Class A ordinary share at the closing of the Company’s Business Combination (“Public Right”).

All of the 20,000,000 Public Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

F-12

As of December 31, 2023 and 2022, the Class A Ordinary share reflected on the balance sheet are reconciled in the following table.

Gross proceeds from IPO	$	200,000,000
Less:
Proceeds allocated to Public Warrants and Public Rights		(15,500,000	)
Proceeds allocate to over-allotment liability		(67,450	)
Class A ordinary shares issuance cost		(12,109,127	)
Plus:
Remeasurement of carrying value to redemption value		34,032,804
Class A Ordinary shares subject to possible redemption - December 31, 2022		206,356,227
Plus:
Remeasurement of carrying value to redemption value		6,243,425
Less:
Payment to redeemed shareholders		(190,703,967	)
Class A Ordinary shares subject to possible redemption- December 31, 2023	$	21,895,685

Note 4 – Private Placement Warrants

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,966,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,966,000. The Private Placement Warrants are identical to the Public Warrants sold in the IPO, except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless.

Note 5 – Related Party Transactions

Founder Shares

On June 28, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B ~~Ordinary~~ordinary ~~Shares~~shares, with no par value ~~(“Class B Ordinary Shares”)~~ for an aggregate price of $25,000. On March 24, 2022, the Company cancelled 431,250 of such ~~founder~~Founder ~~shares~~Shares for no consideration, resulting in 5,318,750 ~~founder~~Founder Shares ~~shares~~ remaining outstanding (of which an aggregate of up to 693,750 shares ~~are~~were subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter).

The Initial Shareholders ~~have~~ agreed to forfeit up up to 693,750 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture ~~will~~ will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares ~~will~~ will represent 20.0% of the Company’s issued and outstanding shares after the IPO. As a result of the underwriter’s partial ~~exercise~~ exercise of the over-allotment option on May 5, 2022, 318,750 shares of Class B ordinary share were forfeited for no consideration on May 6, 2022.

Pursuant to a Share Exchange Agreement entered by and between the Company and the Sponsor dated December 7, 2023, the Sponsor has transferred and delivered to the Company 4,900,000 Class B ordinary shares of the Company in exchange for 4,900,000 Class A ordinary shares of the Company (the “Share Exchange”). The 4,900,000 Class A Shares issued in connection with the Share Exchange are subject to the same restricted as applied to the Class B Shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering.

Following the Share Exchange, there ~~are~~were 7,196,395 Class A ordinary shares and 100,000 Class B ordinary shares issued and outstanding. As a result of the Share Exchange, the Sponsor ~~holds~~held approximately 68.1% of the Company’s outstanding Class A ordinary shares. The issuance of the 4,900,000 Class A ordinary shares has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

The Initial Shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

F-1314

Promissory Note - Related Party

On July 8, 2021, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the IPO pursuant to a promissory note ~~(the “Note”)~~. This loan is non-interest bearing and payable on the earlier of March 31, 2022 or the completion of the IPO. The amount was subsequently repaid on May 10, 2022. ~~As of December 31, 2023, there were no borrowings outstanding under the Note.~~

On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 to cover various expenses of the Company and for working capital purposes pursuant to a promissory note (the “2024 Note”). This loan is non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. The 2024 Note is convertible into warrants having the same terms and conditions as the Private Warrants, at the price of $1.00 per warrant, at the option of the Sponsor. As of December 31, 2024, there was $157,838 outstanding under the 2024 Note.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,150,000 of such ~~Working~~ Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants ~~would~~ would be identical to the Private Placement Warrants. As of December 31, 2024 and 2023, there were no Working Capital Loans outstanding.

Note 6 – Commitments & Contingencies

Registration & Shareholder Rights

The holders of the Founder Shares, the Private Placement Warrants, and any warrants that may be issued inupon ~~payment~~conversion of Working Capital Loans (and all underlying securities) 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 ~~requiring~~ requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these ~~registration~~ registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Placement Warrants and securities issued in payment of Working Capital Loans can elect to exercise ~~these~~ these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders ~~have~~ have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, the underwriter may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the IPO and may not exercise its demand rights on more than one occasion. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted Maxim, the representative of the underwriters a 45-day option from the date of the prospectus to purchase up to 2,775,000 additional Units to cover over-allotments, if any, at IPO price less the underwriting discounts and commissions. On May 5, 2022, simultaneously with the closing of the IPO, the underwriter partially exercised its over-allotment option to purchase 1,500,000 Units, generating gross proceeds to the Company of $15,000,000. The remaining amount of the over-allotment option expired unexercised.

The underwriters were paid a cash underwriting discount of $0.169 per unit, or $ 3,380,000 (including the partial exercise of over-allotment option) upon the closing of the IPO. In addition, the underwriters will be entitled to a deferred commission of $0.35 per unit, or $7,000,000 (including the over-allotment of 1,500,000 units), which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

F-1415

Representative’s Class A Ordinary Shares

The Company issued to Maxim and/or its designees, 300,000 Class A ordinary shares including 22,500 shares as a result of partial exercise of the underwriters’ over-allotment option at the closing of the IPO.

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in ~~this~~the ~~offering~~IPO pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the IPO registration statement ~~of which this prospectus forms a part~~, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the IPO registration statement of ~~which this prospectus forms a part~~ except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.

The representative’s ordinary shares ~~are~~were measured at fair value upon the issue date. ~~The~~at Company used both Monte Carlo model and Probability-Weighted Expected Return Method that values the representative shares. Key inputs into the Monte Carlo model were (i) risk-free rate of 2.14%, (ii) volatility of 2.1%, (iii) estimated term of 1.10 years, resulting in the fair value of the 300,000 representative shares of approximately $2,202,589 or $7.34 per share.

Note 7— – Shareholders’ ~~Equity~~ Deficit

Ordinary shares

Preference shares—The ~~Company~~ Company is authorized to issue 1,000,000 shares of preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of December 31, ~~2023~~2024 and ~~2022~~2023, there were no shares of preference shares issued or outstanding.

Class A ~~Ordinary~~ordinary shares—The Company is authorized to issue 500,000,000 shares of Class A ~~Ordinary~~ordinary shares with no par value. As of December 31, ~~2022,~~2024 and 2023, there were 20 5,~~300~~200,000 shares of Class A ~~Ordinary~~ordinary ~~Shares~~shares outstanding (~~including~~excluding 20387,~~000~~978 shares and 1,~~000~~996,395 shares subject to possible redemption, respectively).

Class B ~~Ordinary~~ordinary shares—The Company is authorized to issue 50,000,000 shares of Class B ~~Ordinary~~ordinary shares with no par value. Holders of Class B ~~Ordinary~~ordinary shares are entitled to one vote for each share. On March 24, 2022, the Company canceled 431,250 of such ~~founder~~Founder ~~shares~~Shares for no consideration, resulting in 5,318,750 ~~founder~~Founder ~~shares~~Shares remaining outstanding (of which an aggregate of up to 693,750 shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter). As a result of the underwriter’s partial exercise of the over-allotment option on May 5, 2022, 318,750 shares of Class B ~~Ordinary~~ordinary share were forfeited for no consideration on May 6, 2022.

On December 7, 2023, 4,900,000 Class B ~~Ordinary~~ordinary shares were exchanged for 4,900,000 Class A ~~Ordinary~~ordinary shares of the Company (the “Share Exchange”) pursuant to a Share Exchange Agreement between the Company and the Sponsor. The 4,900,000 Class A ordinary shares issued in connection with the Share Exchange are subject to the same restricted as applied to the Class B ordinary shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. ~~As a result of the Share Exchange, the Sponsor holds approximately 68.1% of the Company’s outstanding Class A Ordinary shares.~~

As of December 31, 2024 and 2023, there were ~~7,196,395 Class A Ordinary shares and~~ 100,000 Class B ~~Ordinary~~ordinary shares issued and outstanding.

Holders of Class A ~~Ordinary~~ordinary shares and Class B ~~Ordinary~~ordinary shares will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The Class B ~~Ordinary~~ordinary shares will automatically convert into Class A ~~Ordinary~~ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ~~Ordinary~~ordinary ~~Shares~~shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the ~~Proposed~~IPO ~~Public Offering~~ and related to the closing of the initial Business Combination, the ratio at which Class B ~~Ordinary~~ordinary shares shall convert into Class A ~~Ordinary~~ordinary ~~Shares~~shares will be adjusted (unless the holders of a majority of the outstanding Class B ~~Ordinary~~ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ~~Ordinary~~ ordinary shares issuable upon conversion of all Class B ~~Ordinary~~ordinary shares will equal, in the aggregate, on an as-converted basis, 20.0% of the sum of the total number of all ~~Ordinary~~ordinary ~~Shares~~shares outstanding upon the completion of the IPO (excluding the Private Placement Warrants purchased by the Sponsor) plus all Class A ~~Ordinary~~ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination. Holders of Founder Shares may also elect to convert their Class B Ordinary shares into an equal number of shares of Class A Ordinary shares, subject to adjustment as provided above, at any time.

F-1516

Warrants— As of December 31, 2024 and 2023, there were 18,965,989 warrants outstanding, 9,999,989 of which are publicly traded for both periods. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade., ~~There~~The Public ~~were~~Warrants ~~8,966,000~~and the Private Placement ~~Warrants~~warrants ~~outstanding~~are asbeing ofaccounted ~~December 31, 2023 and 2022. The Company will account~~ for ~~the Private Placement Warrants~~ as equity-classified instruments. The Public Warrants will become exercisable on the later of the completion of a Business Combination and twelve months from the effective date of ~~this~~the IPO registration statement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective within a specified period 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 Pubic 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 Public Warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. ~~There were 9,999,989 and 9,999,991 Public Warrants outstanding as of December 31, 2023 and 2022, respectively.~~

Redemption of warrants when the price per ordinary shares equals or exceeds $16.50.

Once the ~~Warrants~~warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

●

at a price of $0.01 per Warrant;

●

upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption period”; and

●

if, and only if, the last reported sale price (the “closing price”) of our ordinary shares equals or exceeds $16.50 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the ~~Warrants~~Public Warrants as described above unless an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share splits, share capitalization, share dividends, reorganizations, recapitalizations and the like. However, the Public Warrants will not be adjusted for issuances of Class A A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the ~~Warrants~~warrants may expire worthless.

In addition, if the Company issues additional Class A ~~Ordinary~~ordinary ~~Shares~~shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ~~Ordinary~~ordinary ~~Shares~~shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 greater of (i) the Market Value or (ii) the Newly Issued Price, and the $16.50 share redemption trigger price described below under “Description of Securities — Redeemable Warrants” will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants ~~will~~are be identical to to the Public Warrants underlying the Units ~~being~~ sold in the ~~Proposed~~Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable ~~until~~ until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

F-1617

Rights— As of December 31, 2024 and 2023, there were 20,000,000 rights outstanding, 19,969,687 and 19,975,348 of which were publicly traded, respectively. Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one Class A ordinary share upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one Class A ordinary share underlying each Public Right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional Class A ordinary shares upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into ordinary shares basis.

The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the British Virgin Islands General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire and become worthless. ~~There were 20,000,000 Public Rights outstanding as of December 31, 2023 and 2022.~~

Note 8— – Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). 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.

~~F-17~~The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

	December 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Assets
Investment held in Trust Account	$	4,485,356	$	4,485,356		—		—

	December 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities held in Trust Account	$	21,895,685	$	21,895,685		—		—

Quoted Prices in

Significant Other

December 31,

Active Markets

Observable Inputs

Unobservable Inputs

2022

(Level 1)

(Level 2)

(Level 3)

Assets

Marketable securities held in trust account

206,356,227

—

The following table presents information about the Company’s equity instrument that are measured at fair value on a non-recurring basis as of May 5, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	May 5,
	2022		Level
Equity instrument:
Representative shares	$	2,202,589		3

The Company used several models (i.e., Monte Carlo, PWERM and Finnerty) to value the Representative Shares granted to Maxim. Key inputs into the Monte Carlo model were (i) risk-free rate of 2.14%, (ii) volatility of 2.1%, (iii) estimated term of 1.10 years, resulting in the fair value of the 300,000 representative shares being approximately $2,202,589 or $7.34 per share.

Note 9 – Subsequent Events

In accordance with ASC 855, “Subsequent Events”, the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement except for the following:

On March 15, 2024, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), which stated that the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Global Market due to the Company not having maintained a minimum of 400 public holders for continued listing, as required pursuant to Nasdaq Listing Rule 5450(a)(2). In accordance with the Nasdaq listing rules, the Company has 45 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the letter to evidence compliance. The Company plans to submit a compliance plan within the specified period.

F-18

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	December 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets
Investment held in Trust Account	$	21,895,685	$	21,895,685		—		—

Note 9 – Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying financial statements using the retrospective method of adoption.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment. The Company's CODM does not review assets by segment in her evaluation and therefore assets by segment are not disclosed below.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
General and administrative expenses	$	610,857		842,030
Interest earned on investment held in Trust Account	$	754,753	$	6,243,425

The key measures of segment profit or loss reviewed by our CODM are interest earned on investment in Trust Account and general and administrative expenses. The CODM reviews interest earned on investment in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses include insurance expenses, Nasdaq listing expenses, trust service expenses, accounting expenses, printing expenses, and regulatory filing fees, none of which are deemed to be significant segment expenses, and are reviewed in aggregate to ensure alignment with budget and contractual obligations.

Note 10 – Subsequent Events

In accordance with ASC 855, “Subsequent Events”, the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

F-19

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