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

For the transition period from __________ to __________

Commission File No. 001-41153

ALPHA STAR ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

80100 ~~Broad~~Church Street, ~~5th~~ 8th Floor New York, NY ~~10004~~10007

(Address of principal executive offices) (Zip Code)

Issuer’s telephone number, including area code: (~~212~~332) ~~837~~233 ~~7977~~4356

Securities registered pursuant to Section 12(b) of the Exchange Act

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Units, Each Consisting of One Ordinary Share, One Right and One Warrant	~~ALSAU~~ALSUF	~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group ~~Market, LLC~~Inc
Ordinary Shares, Par Value $0.001 Per Share	~~ALSA~~ALSAF	~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group ~~Market, LLC~~Inc
Rights, Each Entitling the Holder to Receive One-Seventh (1/7) of one Ordinary Share	~~ALSAR~~ALSTF	~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group ~~Market, LLC~~Inc
Redeemable Warrants, Each Entitling the Holder to Purchase One-half (1/2) of One Ordinary Share	~~ALSAW~~ALSWF	~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group ~~Market, LLC~~Inc

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

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

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

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

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

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

Large accelerated filer	☐	Non-accelerated filer	☒
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. ☐

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

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

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

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

The number of shares and aggregate market value of common stock held by non-affiliates as of December 31, ~~2023~~2024 were 922,~~063,503~~664 and approximately $~~101~~274,~~420,599~~ 234 (based upon a per share closing price of $1112.1910 on ~~December~~February 2910, ~~2023~~2025) respectively.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock (ordinary shares), as of the latest practicable date: On ~~July~~January 331, ~~2024~~2025, there were 53,~~743~~227,~~580~~664 ordinary shares outstanding of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

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

None.

TABLE OF CONTENTS

		PAGE
PART I
Item 1. Business		1
Item 1A. Risk Factors		1116
Item 1B. Unresolved Staff Comments		2833
Item 1C. Cybersecurity		2833
Item 2. Properties		2833
Item 3. Legal Proceedings		2833
Item 4. Mine Safety Disclosures		2833
PART II
Item 5. Market for the Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities		2934
Item 6. Reserved		3035
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		3136
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		3540
Item 8. Financial Statements and Supplementary Data		3540
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		3540
Item 9A. Controls and Procedures		3540
Item 9B. Other Information		3641
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		3641
PART III
Item 10. Directors and Executive Officers of the Registrant		3742
Item 11. Executive Compensation		3946
Item 12. Security Ownership of Certain Beneficial Owners and Management		4047
Item 13. Certain Relationships and Related Transactions		4249
Item 14. Principal Accountant Fees and Services		4451
PART IV
Item 15. Exhibits and Financial Statement Schedules		~~F-1~~52
Item 16. Form 10-K Summary		4553

~~FORWARD~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

● our ability to select an appropriate target business or businesses; ● our ability to complete our initial business combination; ● our expectations around the performance of the prospective target business or businesses; ● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; ● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; ● our potential ability to obtain additional financing to complete our initial business combination; ● our pool of prospective target businesses; ● the ability of our officers and directors to generate a number of potential investment opportunities; ● the potential change in control if we acquire one or more target businesses for shares or other forms of equity; ● our public securities’ potential liquidity and trading; ● the lack of a market for our securities; ● expectations regarding the time during which we will be an “emerging growth company” under the JOBS Act; ● the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; ● the trust account not being subject to claims of third parties; or ● our financial performance following our business combination, if we compete a business combination.

●The forward-looking ~~success~~statements contained in ~~retaining~~this orForm ~~recruiting~~10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or ~~changes~~other ~~required~~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” in this Form 10-K. “We,” “us,” “our,” ~~officers~~“company,” ~~key~~“our ~~employees~~company,” “the Company” or ~~directors~~“Alpha ~~following~~Star” ~~our~~are ~~initial~~to ~~business~~Alpha ~~combination;~~Star Acquisition Corporation, a Cayman Islands exempted company.

●Should one ~~officers~~or ~~and~~more ~~directors~~of ~~allocating~~these ~~their~~risks ~~time~~or touncertainties ~~other~~materialize, ~~businesses~~or ~~and~~should ~~potentially~~any ~~having~~of ~~conflicts~~our ofassumptions ~~interest~~prove ~~with~~incorrect, ~~our~~actual ~~business~~results ormay vary in material ~~approving~~respects ~~our~~from ~~initial~~those ~~business~~projected ~~combination~~in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of ~~which~~new ~~they~~information, ~~would~~future ~~then~~events ~~receive~~or ~~expense~~otherwise, ~~reimbursements;~~except as may be required under applicable securities laws.

● potential ability to obtain additional financing to complete a business combination;

● pool of prospective target businesses;

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

● potential change in control if we acquire one or more target businesses for shares or other forms of equity;

● public securities’ potential liquidity and trading;

● the lack of a market for our securities;

● expectations regarding the time during which we will be an “emerging growth company” under the JOBS Act;

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

● financial performance following our business combination, if we compete a business combination.

The forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I

Item 1. ~~BUSINESS~~Business

Company Profile

Alpha Star Acquisition Corporation is a blank check company incorporated on March 11, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The registration statement for our initial public offering was declared effective by the Securities and Exchange Commission on December 13, 2021. We completed our initial public offering on December 15, 2021. In our initial public offering, we sold units at an offering price of $10.00 and consisting of one ordinary share, one right to receive one-seventh (1/7) of an ordinary share upon the consummation of an initial business combination and one redeemable warrant. Each warrant entitles the holder thereof to purchase one-half of one ordinary share.

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

Transaction costs amounted to $5,669,696, consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees and $494,696 of other offering costs. A total of $115,000,000, comprised of $112,700,000 of the proceeds from the ~~IPO~~initial public offering (which amount includes up to $2,875,000 of the underwriter’s deferred discount) and $2,300,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account, established by VStock Transfer LLC, our transfer agent and maintained at Wilmington Trust, National Association, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination,; (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination by ~~September~~June 15, ~~2024~~2025, or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity,; and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination by ~~September~~June 15, ~~2024~~2025.

During the Annual General Meeting of its shareholders on July 13, 2023, the Company obtained approval to amend its ~~Memorandum~~amended and ~~Articles~~restated memorandum and articles of ~~Association~~association, extending the date by which the Company must consummate a business combination ~~deadline~~ to March 15, 2024. Failure to consummate a business combination by this date triggers an automatic winding-up, liquidation, and dissolution, akin to a voluntary liquidation procedure. In connection with the stockholders’ extension vote, 2,436,497 public shares were redeemed, amounting to a total payment of $26,094,883, distributed between July and August 2023. These decisions signify the company’s strategic response to its business combination timeline and provide stockholders with the option of redemption within the stipulated framework.

On January 10, 2024, the Company held an Extraordinary General Meeting of its shareholders, in which the shareholders approved to amend the Company’s ~~Amended~~amended and ~~Restated~~restated ~~Memorandum~~memorandum and ~~Articles~~articles of ~~Association~~association to (i) extend the date by which the Company must ~~consummate~~ consummate a business combination to September 15, 2024 (33 months from the consummation of the ~~IPO)~~initial ~~(the~~public ~~“Combination Period”~~offering); (ii) ~~allow~~ allow the Company to undertake an initial business combination with an entity or business (“Target Business”), with a physical presence, operation, or other significant ties to China (a “China-based Target”) or which may subject the post-business ~~combination~~ combination business or entity to the laws, regulations and policies of China (including Hong Kong and Macao), or an entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to a series of contractual arrangements (“VIE Agreements”) with the VIE and its shareholders on one side, and a China-based subsidiary of the China-based Target (the “WFOE”), on the other side (the “Target Limitation Amendment Proposal”); and (iii) eliminate the limitation that the Company shall not redeem its public shares to the extent that such redemption would result in the ordinary shares, or the securities of any entity that succeeds the Company as a public company, becoming “penny stock” (as defined in accordance with Rule 3a51-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or cause the Company to not meet any greater net tangible asset or cash requirement which may be contained in the agreement relating to a Business Combination (the “Redemption Limitation Amendment Proposal”). In connection with the stockholders’ extension vote on the Annual General Meeting of its shareholders held on January 10, 2024, a total of 3,319,923 public shares were rendered for redemption.

AtOn ~~December~~July 3112, ~~2023~~2024, the Company ~~had~~held ~~working~~an ~~capital~~Annual ~~deficit~~General Meeting of $6shareholders,~~191~~ to (i) amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a business combination to December 15,~~522~~ 2024; and (ii) amend the Investment Management Trust Agreement, ~~included~~dated December 9, 2021, by and between the ~~over-withdraw~~Company and Wilmington Trust, N.A., as trustee (the “trustee”), as amended, to provide the Company with the discretion to extend the date on which to commence liquidating the trust account (the “Trust Account”) established in connection with the Company’s initial public offering up to five (5) additional times, each by a period of $one month, from July 15, 2024 to December 15, 2024 by depositing into the Trust Account $35,000 ~~from~~for ~~Marketable~~each ~~Security~~one-month extension. Both the above-mentioned proposals were approved by the shareholders at the Annual General Meeting. In connection with the stockholders’ extension vote on the Annual General Meeting of its shareholders held inon ~~trust~~July 12, 2024, a total of 4,840,581 public shares were rendered for redemption.

~~The~~On December 27, 2024, the Company’s ~~units~~held ~~are~~an ~~listed~~Extraordinary onGeneral ~~The~~Meeting ~~Nasdaq~~of ~~Global~~shareholders, ~~Market~~to (~~“Nasdaq”~~i) ~~and~~amend ~~commenced~~our ~~trading~~amended ~~under~~and ~~the~~restated memorandum ~~ticker~~and ~~symbol~~articles ~~“ALSAU” on~~of ~~December~~association ~~13,~~to ~~2021.~~extend ~~Each~~the ~~unit~~date ~~consists~~by ofwhich ~~one~~we ~~ordinary~~have ~~share,~~to ~~one~~consummate ~~right~~a business combination to ~~receive~~June ~~one-seventh~~15, 2025; and (~~1/7~~ii) ofamend anthe ~~ordinary~~Investment ~~share~~Management ~~upon~~Trust ~~the consummation~~Agreement, ofdated anDecember ~~initial~~9, ~~business combination~~2021, by and ~~one~~between ~~redeemable~~the ~~warrant~~Company and Wilmington Trust, N.A., ~~Each~~as ~~warrant~~trustee ~~entitles~~(the “trustee”), as amended, to provide the ~~holder~~Company ~~thereof~~with the discretion to ~~purchase~~extend ~~one-half~~the date on which to ofcommence ~~one~~liquidating ~~ordinary~~the ~~share~~trust ofaccount (the “Trust Account”) established in connection with the Company’s atinitial public offering up to six (6) additional times, each by a ~~price~~period of ~~$11.50~~one ~~per~~month, ~~whole~~from ~~share.~~December ~~The~~15, ~~units~~2024 ~~began~~to ~~separate~~June ~~trading~~15, on2025 ~~January~~by 18depositing into the Trust Account $35,000 ~~2022~~for ~~and~~each one-month extension. Both the above-mentioned proposals were approved by the shareholders at ~~ordinary~~the ~~shares,~~Extraordinary ~~rights~~General ~~and~~Meeting. ~~warrants~~In ~~commenced~~connection ~~trading~~with onthe ~~Nasdaq~~stockholders’ ~~under~~extension vote on the ~~symbols~~Extraordinary ~~“ALSA~~General Meeting of its shareholders held on December 27,” ~~“ALSAR~~2024,” ~~and~~a ~~“ALSAW~~total of 880,~~” respectively~~335 public shares were rendered for redemption.

~~Since~~As ~~our~~of ~~IPO~~December 31, ~~our~~2024, ~~sole~~the ~~business~~Company activity has been identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with potential target entities. To date we have not entered into any binding agreement with any target entity. We presently have no revenue and have had ~~losses~~working ~~since~~capital ~~inception~~deficit ~~from incurring formation and operating costs since completion~~ of ~~our IPO~~$743,201.

~~Recent~~Alpha Star’s units are currently ~~Developments~~quoted on the OTC Pink Open Market, under the symbol “ALSUF”. Each unit consists of one ordinary share, one right to receive one-seventh (1/7) of an ordinary share upon the consummation of an initial business combination, and one redeemable warrant. Each warrant entitles the holder thereof to purchase one-half of one ordinary share of the Company at a price of $11.50 per whole share. Alpha Star’s ordinary shares, rights and warrants are currently quoted on the OTC Pink Open Market under the symbols “ALSAF,” “ALSTF,” and “ALSWF,” respectively.

On October 12, 2023, we received a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires the Company to have at least 400 public holders for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

The Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. If Nasdaq accepts Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

On March 4, 2024, the Company received a letter from Nasdaq stating that the Company has regained compliance under the Minimum Public Holders Rule by having at least 400 public holders. As such, this matter is now closed.

On March 27, 2024, the audit committee of the board of directors of the Company (the “Audit Committee”) determined, after discussion with its advisors, including UHY LLP, the Company’s independent accountant, that the Company’s (i) audited financial statements as of and for the year ended December 31, 2022, as previously reported in the Company’s Annual Report and filed on Form 10-K with the SEC on March 31, 2023 and audited financial statements as of and for the year ended December 31, 2021, as previously reported in the Company’s Annual Report and filed on Form 10-K with the SEC on March 30, 2022 (the “Prior 10-Ks”), (ii) unaudited financial statements as of and for the quarter and nine months ended September 30, 2023 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023, (iii) unaudited financial statements as of and for the quarter and six months ended June 30, 2023 contained in the Company’s Quarterly Report on Form 10-Q filed on August 11, 2023, (iv) unaudited financial statements as of and for the quarter ended March 31, 2023 contained in the Company’s Quarterly Report on Form 10-Q filed on May 15, 2023, (v) unaudited financial statements as of and for the quarter and nine months ended September 30, 2022 contained in the Company’s Quarterly Report on Form 10-Q filed on November 10, 2022, (vi) unaudited financial statements as of and for the quarter and six months ended June 30, 2022 contained in the Company’s Quarterly Report on Form 10-Q filed on August 12, 2022, (vii) unaudited financial statements as of and for the quarter ended March 31, 2022 contained in the Company’s Quarterly Report on Form 10-Q filed on May 13, 2022 (the aforementioned Quarterly Reports in subparts (ii) through (vii), collectively, the “Prior 10-Qs”), and (viii) audited balance sheet as of December 15, 2021 contained in the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2021 (the “Prior 8-K”) should no longer be relied upon due to the classification errors described above.

As a result, the Company amended the Prior 10-Ks to restate its audited financial statements as of and for the year ended December 31, 2022 and as of and for the year ended December 31, 2021, and its Prior 10-Qs for the applicable reporting periods.

The Company does not expect the changes described above to have any impact on its cash position or the balance held in its trust account.

The Company’s management has concluded that in light of the classification errors described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.

On May 31, 2024, the Company received a delinquency notification letter from Nasdaq due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2023 and its Quarterly Report on Form 10-Q for the period ended March 31, 2024. The management plans to file both Form 10-K and Form 10-Q before July 30, 2024.

~~Acquisition~~Since ~~Strategy~~our initial public offering, our sole business activity has been identifying and ~~Management~~evaluating ~~Business~~suitable acquisition transaction candidates and engaging in non-binding discussions with potential target entities. As of the date of this Annual Report, we are still in the process of consummating our business combination with XDATA (as defined below) and the details of the proposed Business Combination ~~Experience~~are set forth below. We presently have no revenue and have had losses from operations since inception and since completion of our initial public offering.

~~Our~~Proposed ~~efforts~~Business inCombination identifying prospective target businesses will not be limited to a particular geographic region, although we intend to focus on businesses that have a connection to the Asian market. We may consider or undertake a business combination with anOU ~~entity~~XDATA or business with its principal or a majority of its business operations (either directly or through any subsidiaries) in the People’s Republic of China (including Hong Kong and Macau). We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets.GROUP

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

~~Investment~~On ~~Criteria~~September 12, 2024, we entered into a business combination agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with OU XDATA GROUP (“XDATA”), a company incorporated in Estonia, and Roman Eloshvili, the sole shareholder of XDATA. The Business Combination Agreement provides for (i) the Company will incorporate a Cayman Islands exempted company (“PubCo”) in accordance with the Companies Act (Revised) of the Cayman Islands; (ii) the merger of the Company with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger; and (iii) the share exchange between PubCo and the shareholder of XDATA (the “Share Exchange”, together with Reincorporation Merger, the “Business Combination”), resulting in XDATA being a wholly owned subsidiary of PubCo. As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (such transactions, collectively, the “Transactions”), the shareholders of Alpha Star and XDATA will become shareholders of PubCo. PubCo, or Xdata Group, was incorporated on September 4, 2024. On September 23, 2024, PubCo entered into a joinder agreement with Alpha Star, XDATA, and Roman Eloshvili, pursuant to which PubCo agreed to be bound by the terms of the Business Combination Agreement. The Business Combination Agreement was subsequently amended by certain supplemental agreement, by and among Alpha Star, XDATA, Roman Eloshvili and PubCo, dated as of December 15, 2024 (the “Supplemental Agreement”).

~~Our~~The ~~management~~Business ~~team~~Combination ~~intends~~was toapproved ~~focus~~by onthe ~~creating~~board ~~shareholder~~of ~~value~~directors byof ~~leveraging~~both ~~its~~the ~~experience~~Company inand XDATA, among other things, at the ~~management~~effective time of the Reincorporation Merger (the “First Effective Time”), ~~operation~~(i) ~~and~~each ~~financing~~ordinary share of the Company, par value $0.001 per share (the “Alpha Star Ordinary Shares”), issued and outstanding, would automatically be converted into the right of ~~businesses~~the holder thereof to ~~improve~~receive one (1) ordinary share of PubCo (the ~~efficiency~~“PubCo Ordinary Shares”); (ii) each issued and outstanding warrant of ~~operations~~Alpha ~~while~~Star ~~implementing~~sold ~~strategies~~to the public and to ~~scale~~A-Star ~~revenue~~Management ~~organically~~Corporation, a company with limited liability incorporated under the Cayman Islands laws (the “Sponsor”), in a private placement in connection with the Company’s initial public offering (the “Alpha Star Warrants”) will automatically and irrevocably be assumed by PubCo and converted into one (1) corresponding warrant exercisable to purchase one-half (1/or2) ~~through~~of ~~acquisitions.~~one PubCo Ordinary Share (the “PubCo Warrants”), subject to the same terms Weand ~~have~~conditions ~~identified~~prior to the ~~following~~First ~~general~~Effective ~~criteria~~Time; and ~~guidelines,~~(iii) ~~which~~each weseven ~~believe~~(7) ~~are~~issued ~~important~~and inoutstanding ~~evaluating~~Rights ~~prospective~~of ~~target~~the ~~businesses~~Company (the “Alpha Star Rights”) would automatically and irrevocably be assumed by PubCo and converted into one (1) corresponding PubCo Ordinary Share. ~~While~~No wefractional ~~intend~~PubCo Ordinary Shares will be issued in connection with such conversion and the number of PubCo Ordinary Shares to ~~use~~be ~~these~~issued to ~~criteria~~such holder upon such conversion will be rounded down to the nearest whole number and ~~guidelines~~no cash will be paid in ~~evaluating~~lieu ~~prospective~~of ~~businesses~~such Alpha Star Rights. Immediately prior to the First Effective Time, weeach ~~may~~issued ~~deviate~~and ~~from~~outstanding ~~these~~unit ~~criteria~~of the Company (the “Alpha Star Unit”), each consisting of one Alpha Star Ordinary Share, one Alpha Star Right and ~~guidelines~~one Alpha Star Warrant, will be automatically separated (the ~~should~~“Unit weSeparation”) ~~see~~and ~~justification~~the holder thereof will be deemed to dohold soone Alpha Star Ordinary Share, one Alpha Star Right and one Alpha Star Warrant. Upon the consummation of the Business Combination, PubCo will become a publicly traded company.

●The total ~~Middle-Market~~consideration ~~Growth~~provided ~~Business.~~to Weor ~~will~~for ~~primarily~~the ~~seek~~benefit toof ~~acquire~~XDATA ~~one~~shareholders, oras ~~more~~applicable, ~~growth~~in ~~businesses~~the ~~with~~Business aCombination ~~total~~is ~~enterprise~~based ~~value~~on a pre-Business Combination valuation of ~~between~~XDATA of $~~300,000,000~~180 ~~and~~million ~~$600~~(the “Transaction Consideration”). The Transaction Consideration would be paid by PubCo by issuance of 18,000,000. WePubCo ~~believe~~Ordinary ~~that~~Shares ~~there~~to ~~are~~XDATA ashareholders ~~substantial~~at ~~number~~the closing of ~~potential~~the Business ~~target~~Combination ~~businesses~~as ~~within~~provided ~~this~~in ~~valuation~~the ~~range~~Business ~~that~~Combination ~~can~~Agreement. ~~benefit~~The Company’s board of directors (the “Board”) obtained a third-party fairness opinion from ~~new~~its ~~capital~~independent ~~for~~financial ~~scalable~~advisor, ~~operations~~CHFT Advisory and Appraisal Limited, dated September 12, 2024, to ~~yield~~the ~~significant~~effect ~~revenue~~that ~~and~~the ~~earnings~~Transaction ~~growth.~~Consideration Webeing ~~currently~~paid doin ~~not~~connection ~~intend~~with the Business Combination, as of that date and based on and subject to ~~acquire~~the ~~either~~assumptions amade, ~~start-up~~procedures ~~company~~followed, (amatters ~~company~~considered ~~that~~and ~~has~~limitations ~~not~~and ~~yet~~qualifications ~~established~~set forth ~~commercial~~in ~~operations)~~such oropinion, is fair from a ~~company~~financial ~~with~~point ~~negative~~of ~~cash~~view ~~flow~~to Alpha Star.

● Companies in Business Segments that are Strategically Significant to the Asian Markets. We will seek to acquire those businesses that are currently strategically significant in the Asian markets. Such sectors include clean energy, internet and high technology, financial technology, health care, consumer and retail, energy and resources, manufacturing and education.

● Business with Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

● Companies with Potential for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

● Benefit from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.

~~These~~The ~~criteria~~Business ~~are~~Combination ~~not~~is ~~intended~~subject to becertain ~~exhaustive~~customary orclosing ~~exclusive~~conditions. ~~Any~~There ~~evaluation~~is ~~relating~~no toassurance ~~the merits of a particular business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria~~ that ~~our sponsor and management team may deem relevant. In~~ the ~~event~~Proposed ~~that~~Business ~~we decide to enter into an business combination with a target business that~~Combination ~~does not meet the above criteria and guidelines, we~~ will ~~disclose~~be ~~that~~consummated ~~the~~by ~~target~~June ~~business does not meet the above criteria in our shareholder communications related to our business combination~~15, ~~which,~~2025 as(or ~~discussed~~any insuch ~~this~~later ~~report,~~date ~~would be in the form~~ of ~~proxy~~termination ~~solicitation~~approved ~~or tender~~in ~~offer~~accordance ~~materials, as applicable, that we would file~~ with the ~~United~~amended ~~States Securities~~ and ~~Exchange~~restated ~~Commission, or the SEC. In evaluating~~memorandum ~~a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent ownership, management~~ and ~~employees,~~articles ~~document reviews, interviews~~ of ~~customers~~association) ~~and~~described ~~suppliers,~~in ~~inspections~~more ofdetail ~~facilities, as well as reviewing financial and other information which will be made available to us~~below.

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

~~Sourcing~~The consummation of ~~Potential~~the Business Combination ~~Targets~~is conditioned upon, among other things: (i) receipt of the required approval by the Alpha Star shareholders; (ii) receipt of the required approval by the XDATA shareholder; (iii) the absence of any law or governmental order enjoining, prohibiting or making illegal the consummation of the Transactions; (iv) the approval for listing of PubCo Ordinary Shares and/or PubCo Warrants in connection with the Transactions upon the Closing (as defined in the Business Combination Agreement) on Nasdaq (as defined below), subject only to official notice of issuance thereof; (v) effectiveness of the Registration Statement (as defined below) in accordance with the Securities Act, and the absence of any stop order issued by the SEC which remains in effect with respect to the Registration Statement; and (vi) necessary consents, approvals and authorizations, including but not limited to, regulatory approval by Nasdaq and the SEC, necessary third-party approvals and the expiration of any waiting period under the Hart-Scott-Rodino Act, if applicable.

~~Our~~The ~~management~~obligations ~~team~~of ~~has~~XDATA ~~developed~~to aconsummate ~~broad~~the ~~network~~Business ofCombination ~~contacts~~are ~~and~~also ~~corporate~~conditioned ~~relationships.~~upon, Weamong ~~believe~~other ~~that~~things: (i) the ~~network~~accuracy of ~~contacts~~the representations and ~~relationships~~ warranties of ~~our~~Alpha ~~management~~Star ~~team~~(subject ~~and~~to ~~our~~certain ~~sponsor~~materiality ~~will~~standards ~~provide~~set usforth ~~with~~in anthe ~~important~~Business ~~source~~Combination ofAgreement); ~~business~~(ii) ~~combination~~material compliance ~~opportunities.~~by InAlpha ~~addition,~~Star ~~we anticipate~~with ~~that~~its ~~target~~pre-closing ~~business~~covenants; ~~candidates~~and ~~will~~(iii) bethe ~~brought~~absence toof ~~our~~any ~~attention~~effect, ~~from~~development, ~~various~~circumstance, ~~unaffiliated sources~~fact, ~~including~~change or ~~investment~~event ~~banking firms,~~since ~~private~~the ~~equity~~date ~~firms,~~of ~~consultants,~~the ~~accounting~~Business ~~firms~~Combination ~~and~~Agreement ~~business~~that, ~~enterprises.~~individually Weor ~~are~~in ~~not~~the ~~prohibited~~aggregate, ~~from~~has ~~pursuing~~had, anor ~~initial~~would ~~business~~reasonably be ~~combination~~expected ~~with~~to aprevent ~~company~~or ~~that~~materially isdelay ~~affiliated~~or ~~with~~materially ~~our~~impair ~~sponsor,~~the ~~officers~~ability orof ~~directors,~~Alpha orStar ~~completing~~to consummate the ~~business~~Transactions ~~combination~~(as ~~through~~defined in athe ~~joint~~Business ~~venture~~Combination Agreement) or ~~other~~otherwise ~~form~~have ofa ~~shared~~material ~~ownership~~adverse ~~with~~effect ~~our~~on ~~sponsor,~~the ~~officers or directors~~Transactions.

IfThe ~~any~~obligation of ~~our~~Alpha ~~officers~~Star to consummate the Business Combination is also conditioned upon, among other things: (i) the accuracy of the representations and warranties of XDATA (subject to certain materiality standards set forth in the Business Combination Agreement); (ii) material compliance by XDATA with its pre-closing covenants; (iii) the absence of any effect, development, circumstance, fact, change or ~~directors~~event ~~becomes~~since ~~aware~~the date of the Business Combination Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a ~~business~~material ~~combination~~adverse ~~opportunity~~effect with respect to XDATA that ~~falls~~is ~~within~~continuing and uncured, (iv) (x) compliance in all respects material to XDATA and its subsidiaries taken as of whole, by XDATA and its subsidiaries with the ~~line~~law of ~~business~~the jurisdiction(s) in which it will operate its Principal Business (as defined in the Business Combination Agreement) and (y) satisfaction of ~~any~~all ~~entity~~the legal requirements toof ~~which~~the hejurisdiction(s) orin ~~she~~which ~~has~~it ~~then-existing~~will ~~fiduciary~~operate orits ~~contractual~~Principal ~~obligations~~Business, heand or(v) ~~she~~delivery to Alpha Star of a written memorandum of legal counsel licensed in such jurisdiction(s) to the effect that (x) among all permits as applicable to the Principal Business (A) the conduct of the Principal Business in such jurisdiction may be ~~required~~commenced prior to ~~present~~the ~~such~~issuance ~~business~~by ~~combination~~the relevant government authorities of the permits ~~opportunity~~or (B) no material obstacle exists for XDATA and/or its subsidiaries to obtain the permits in the future, and (y) among all requirements of law of such ~~entity~~jurisdiction applicable to the Principal Business, (A) the conduct of the Principal Business may be commenced prior to compliance ~~presenting~~with the requirements with the legal requirements of such ~~business~~jurisdiction ~~combination~~or ~~opportunity~~(B) no material obstacle exists for XDATA and/or its subsidiaries to usbecome in compliance with the legal requirements in the future; (vi) XDATA has obtained all the consents, approvals, authorizations, and other requirements and has removed all Lien (as defined in the Business Combination Agreement) as set forth in the XDATA Disclosure Letter (as defined in the Business Combination Agreement) to the satisfaction of Alpha Star; and (vii) Roman Eloshvili shall have terminated certain charge over shares agreement and the call option agreement dated April 7, 2022.

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

~~Members~~The Business Combination Agreement includes customary covenants of ~~our~~the ~~management~~parties ~~team~~with ~~may~~respect ~~directly~~to orefforts ~~indirectly~~to ~~own~~satisfy ~~our~~conditions ~~ordinary~~to ~~shares~~the ~~and/or~~consummation of ~~private~~the ~~placement~~Business ~~units~~Combination. ~~following~~The ~~our~~covenants ~~initial~~under ~~public offering,~~the ~~and~~Business Combination Agreement include, ~~accordingly~~among other things, ~~may~~covenants ~~have~~providing for athe ~~conflict~~following: of(i) ~~interest~~XDATA’s agreement to (y) operate its business in ~~determining~~the ~~whether~~ordinary acourse ~~particular~~prior ~~target~~to ~~business~~the isclosing anof ~~appropriate~~the ~~business~~Merger (with ~~which~~certain exceptions) and not to ~~effectuate~~take ~~our~~certain ~~initial~~specified ~~business~~actions ~~combination.~~without ~~Further,~~the ~~each~~prior written consent of ~~our~~Alpha ~~officers~~Star, and ~~directors~~(z) ~~may~~subject to ~~have~~certain acustomary ~~conflict~~legal ofand ~~interest~~ other exceptions, provide Alpha Star with ~~respect~~access to ~~evaluating~~the abooks, ~~particular~~records ~~business~~and ~~combination~~financial ifrecords of XDATA and its subsidiaries, and information about the ~~retention~~operations orand ~~resignation~~other affairs of ~~any~~XDATA ~~such~~and ~~officers~~its subsidiaries, (iii) XDATA acknowledging and ~~directors~~agreeing ~~was~~that ~~included~~it has no claim against the Trust Account established for the benefit of the shareholders of Alpha Star; and (ii) Alpha byStar’s aagreement ~~target~~to operate its business asin athe ~~condition~~ordinary course prior to ~~any~~the ~~agreement~~closing of the Merger (with ~~respect~~certain exceptions) and not to ~~our~~take ~~initial~~certain ~~business~~specified ~~combination~~actions without the prior written consent of XDATA.

~~Each~~The ofBusiness ~~our~~Combination ~~directors~~Agreement ~~and~~also ~~officers~~contains ~~presently~~additional ~~has~~covenants of the parties, including, among others, (i) a covenant providing for (i) Alpha Star and XDATA to cooperate in the ~~future~~preparation ~~any~~ of ~~our~~the ~~directors~~Registration ~~and~~Statement ~~our~~on ~~officers~~Form ~~may~~F-4 ~~have~~required ~~additional,~~to ~~fiduciary~~be orprepared in connection ~~contractual~~with ~~obligations~~the toTransactions ~~other~~(the ~~entities~~“Registration ~~pursuant~~Statement”), toincluding, ~~which~~in the case of XDATA providing such ~~officer~~information orand ~~director~~responding in isa ortimely ~~will~~manner beto ~~required~~comments relating to ~~present~~the ~~acquisition~~proxy ~~opportunities~~statement, including preparation for inclusion in the proxy statement of pro forma tofinancial ~~such~~statements ~~entity.~~in ~~Accordingly~~compliance with the requirements of Regulation S-X and the SEC, ~~subject~~(ii) requiring Alpha Star to ~~his~~establish ora ~~her~~record date ~~fiduciary~~for, ~~duties~~duly ~~under~~call ~~Cayman~~and ~~Islands~~give ~~law~~notice of, ifconvene ~~any~~and hold an extraordinary general meeting of ~~our~~the ~~officers~~Alpha orStar ~~directors~~shareholders ~~becomes~~as promptly ~~aware~~as ofpracticable anfollowing ~~acquisition~~the ~~opportunity~~date ~~which~~that the Registration Statement is ~~suitable~~declared ~~for~~effective anby ~~entity~~the SEC under the Securities Act, (iii) requiring the board of directors of Alpha Star to ~~which~~recommend heto orthe ~~she~~shareholders ~~has~~of ~~then~~Alpha ~~current~~Star ~~fiduciary~~the oradoption ~~contractual~~and ~~obligations,~~approval of the Alpha Star transaction heproposals contemplated by the Business Combination Agreement, (iv) prohibiting Alpha Star and XDATA from, among other things, soliciting or ~~she~~negotiating ~~will~~with ~~need~~third parties regarding alternative transactions and agreeing to ~~honor~~certain ~~his~~related orrestrictions ~~her~~and ~~fiduciary~~ceasing ordiscussions regarding ~~contractual~~alternative ~~obligations~~transactions, (v) requiring XDATA to ~~present~~enter ~~such~~into ~~acquisition~~non-competition ~~opportunity~~and non-solicitation agreements to ~~such~~the ~~entity,~~satisfaction of Alpha Star with (x) any holder or all holders (as applicable) of issued and ~~only~~outstanding ~~present~~shares itof toXDATA usfor ifa ~~such~~period ~~entity~~of ~~rejects~~five ~~the~~(5) ~~opportunity.~~years following ~~Our~~the ~~amended~~Closing Date, and ~~restated~~(y) ~~memorandum~~the senior management and ~~articles~~key personnel for a period of ~~association~~three ~~will~~(3) years following the Closing Date; ~~provide~~(vi) ~~that~~requiring XDATA, ~~subject~~except toas ~~his~~would ornot ~~her~~be ~~fiduciary~~reasonably ~~duties~~be ~~under~~expected ~~Cayman~~to ~~Islands~~be ~~law,~~material weto ~~renounce~~the ~~our~~business ~~interest~~of inXDATA ~~any~~and ~~corporate~~its ~~opportunity~~subsidiaries taken ~~offered~~as a whole, to ~~any~~take ~~officer~~all oractions ~~director~~necessary ~~unless~~to ~~such~~comply ~~opportunity~~with isthe ~~expressly~~requirements ~~offered~~of tothe ~~such~~law ~~person~~of ~~solely~~the jurisdiction in ~~his~~which orit ~~her~~will ~~capacity~~operate, asincluding, but anot ~~director or~~limited ~~officer~~to, (w) payment of ~~our~~applicable ~~company~~taxes and ~~such~~fees, ~~opportunity~~(x) isformation ~~one~~of weany ~~are~~legal ~~legally~~entity required in such jurisdiction, (y) application for any permits, and ~~contractually~~(z) ~~permitted~~such other action necessary to ~~undertake~~the ~~and~~conduct ~~would~~of ~~otherwise~~the ~~be reasonable~~business ~~for~~in ussuch jurisdiction, (vii) XDATA undertakes to ~~pursue.~~obtain, prior Weto dothe ~~not~~Closing ~~believe~~Date, ~~however~~all the consents, ~~that~~approvals, ~~any~~authorizations, ~~fiduciary~~and ~~duties~~other orrequirements ~~contractual~~and ~~obligations~~to ofremove ~~our~~all ~~directors~~Lien oras ~~officers~~set forth in ~~would~~the ~~materially~~XDATA ~~undermine~~Disclosure ~~our~~Letter, ~~ability~~and to(viii) ~~complete~~Alpha ~~our~~Star, ~~business~~PubCo, ~~combination~~and XDATA shall enter into a joinder agreement in the form and substance reasonably agreed by the parties.

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

~~Competition~~The Business Combination Agreement contains representations and warranties of XDATA, relating, among other things, to proper organization and qualification; capitalization; due authorization, performance and enforceability against XDATA of the Business Combination Agreement; absence of conflicts; governmental consents and filings; compliance with laws and possession of requisite governmental permits and approvals; financial statements; absence of undisclosed liabilities; litigation and proceedings; employees and independent contractors; labor matters; real property; assets; tax matters; environmental matters; brokers’ fees; intellectual property and IT security; material contracts; insurance; related party transactions; international trade and anti-corruption; books and records; supplied information; and no other representations.

InThe ~~identifying,~~Business ~~evaluating~~Combination ~~and~~Agreement ~~selecting~~contains arepresentations ~~target~~and ~~business~~warranties ~~for~~of ~~our~~Alpha ~~initial~~Star, ~~business combination~~relating, weamong ~~may encounter intense competition from~~ other ~~entities~~things, ~~having a business objective similar~~ to ~~ours,~~proper ~~including~~organization and ~~other~~qualification; ~~blank~~capitalization; ~~check~~due ~~companies~~authorization, ~~private~~performance ~~equity groups~~ and ~~leveraged buyout~~enforceability ~~funds,~~against ~~and~~Alpha ~~operating~~Star ~~businesses~~of ~~seeking~~the ~~strategic~~Business ~~acquisitions.~~Combination ~~Many~~Agreement; absence of ~~these~~conflicts; ~~entities~~required ~~are~~consents ~~well established~~ and ~~have~~filings; ~~extensive experience~~trust ~~identifying~~account; ~~and~~compliance ~~effecting~~with ~~business~~laws ~~combinations~~and ~~directly~~possession ~~or through affiliates. Moreover, many~~ of ~~these~~requisite ~~competitors~~governmental ~~possess~~permits ~~greater financial, technical, human~~ and ~~other~~approvals; ~~resources~~reports ~~than~~filed ~~us.~~with ~~Our~~the ~~ability~~SEC, ~~to acquire larger target businesses will be limited by our available~~ financial ~~resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore~~statements, ~~our~~ ~~obligation~~and tocompliance ~~pay cash in connection~~ with ~~our~~the ~~public~~Sarbanes-Oxley ~~shareholders~~Act; ~~who~~absence ~~exercise~~of ~~their~~certain ~~redemption rights may reduce the resources available~~changes; tolitigation usand ~~for~~proceedings; ~~our initial~~ business ~~combination~~activities; ~~and~~material ~~our~~contracts; ~~outstanding~~The ~~rights~~Nasdaq ~~and~~listing; ~~warrants,~~tax ~~and~~matters; ~~the~~board ~~future~~approval; ~~dilution~~related ~~they~~party ~~potentially represent,~~transactions; ~~may~~status ~~not~~under bethe ~~viewed~~Investment ~~favorably~~Company byAct ~~certain target businesses. Either~~ of ~~these~~1940, ~~factors~~as ~~may~~amended; ~~place~~broker’s usfees; atindependent ainvestigation; ~~competitive~~and ~~disadvantage~~no inother ~~successfully negotiating an initial business combination~~representations.

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

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

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

~~Initial Business Combination Timeframe and Nasdaq Rules~~Termination

~~Initially,~~The weBusiness ~~had~~Combination ~~until~~Agreement 9may ~~months~~be ~~from~~terminated ~~December~~under ~~15,~~certain ~~2021~~customary ~~(the closing of our IPO) to consummate our initial business combination,~~ and iflimited wecircumstances ~~anticipate that~~prior ~~we may not be able~~ to ~~consummate~~the ~~our~~consummation ~~initial business combination within 9 months, we may, by resolution~~ of ~~our board if requested by our sponsor, extend~~ the ~~period of time to consummate a business combination up to twelve times~~Transactions, including: ~~each~~(i) by anmutual ~~additional~~written ~~month~~consent ~~(for a total~~ of upAlpha toStar 21and ~~months~~XDATA; ~~to complete a business combination~~(ii), ~~subject~~by toeither ~~the~~Alpha ~~sponsor~~Star ~~depositing~~or ~~additional~~XDATA ~~funds~~if ~~into~~any ~~the~~law ~~trust~~or ~~account as~~governmental ~~set out below. Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us~~order ~~and~~(other ~~Wilmington~~than ~~Trust,~~a ~~National~~temporary ~~Association~~restraining ~~and~~order) ~~Vstock~~is ~~Transfer LLC~~ in ~~connection~~effect ~~with~~that ~~our~~permanently ~~IPO~~restrains, ~~in order for the time available for us to consummate our initial business combination to be extended~~enjoins, ~~our~~makes ~~sponsor~~illegal or ~~its~~otherwise ~~affiliates~~prohibits ~~or designees, upon five days advance notice~~the ~~prior~~consummation toof the ~~applicable~~Transactions; ~~deadline, must deposit into the trust account $383,332,~~ (~~$0.033 per public share~~iii), upby toeither anAlpha ~~aggregate~~Star ~~of $4,600,000,~~ or ~~$0.40~~XDATA ~~per~~upon ~~public~~a ~~share,~~breach ~~on or prior to the date~~ of ~~the~~any ~~applicable~~representations, ~~deadline~~warranties, ~~for~~covenants ~~each monthly extension. In the event that we receive~~or ~~notice~~other ~~from~~agreements ~~our~~set ~~sponsor~~forth ~~five~~in ~~days prior to~~ the ~~applicable~~Business ~~deadline~~Combination ofAgreement ~~its~~by ~~wish~~the ~~for~~other usparty toif ~~effect~~such anbreach ~~extension,~~gives werise ~~intend~~ to ~~issue~~ a ~~press release~~failure ~~announcing~~of ~~such~~certain closing ~~intention~~conditions ~~at least three days prior~~ to ~~the~~be ~~applicable~~satisfied ~~deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor~~ and ~~its~~cannot ~~affiliates~~ or ~~designees~~ ~~are~~has not ~~obligated~~been tocured ~~fund~~within the ~~trust~~earlier ~~account~~of to45 ~~extend~~days’ following the ~~time~~receipt ~~for~~of ~~us to complete our initial business combination. If we are~~notice ~~unable~~from ~~to consummate our initial business combination within~~ the ~~applicable~~non-breaching ~~time~~party; ~~period,~~(iv) weby ~~will,~~either asAlpha ~~promptly~~Star asor ~~reasonably~~XDATA ~~possible but~~if ~~not more than ten business days thereafter, redeem~~ the ~~public~~Alpha ~~shares~~Star ~~for~~shareholder aapproval ~~pro~~is ~~rata~~not ~~portion~~obtained ofat ~~the~~its ~~funds held in the trust account~~shareholder ~~and~~meeting; asor ~~promptly~~(v) asby ~~reasonably~~Alpha ~~possible~~Star ~~following~~if ~~such~~the ~~redemption,~~XDATA ~~subject~~shareholder ~~to the~~ approval ofis ~~our~~not ~~remaining~~obtained ~~shareholders~~or ~~and~~is ~~our~~revoked ~~board of~~or ~~directors,~~sought ~~dissolve and liquidate, subject in each case~~ to ~~our~~revoke ~~obligations~~by ~~under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In~~ such ~~event, the rights and warrants will be worthless~~shareholders.

The ~~Start~~Business ~~from~~Combination ~~September~~Agreement ~~15,~~contains ~~2022~~representations, wewarranties ~~have~~and tocovenants ~~make~~that the ~~monthly~~respective ~~extension~~parties bymade ~~depositing~~to each other as of the ~~monthly~~date ~~extension~~of ~~fee~~such agreement or other specific dates set forth thereunder. The assertions embodied in those representations, warranties and covenants were made for purposes of ~~$383~~the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. It is not intended to provide any other factual information about the Alpha Star or XDATA,~~332~~ ~~into~~or any other party to the Business Combination Agreement or any related agreement. In particular, the representations, ~~trust~~warranties, ~~account~~covenants and weagreements ~~plan~~contained in the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to ~~make~~the ~~further~~Business ~~monthly~~Combination ~~extension~~Agreement, are subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for athe ~~total~~purposes of upallocating contractual risk between the parties to 21the ~~months~~Business Combination Agreement instead of establishing these matters as ~~needed~~facts) and are subject to ~~complete~~standards of materiality applicable to the ~~initial business~~contracting ~~combination~~parties that may differ from those applicable to investors and security holders. ~~The~~Investors and ~~monthly~~security ~~extension~~holders ~~fees~~are ~~were~~not ~~decrease~~third-party ~~due~~beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the ~~following~~Business ~~Meeting~~Combination Agreement. Moreover, information concerning the subject matter of the representations and ~~related~~warranties may ~~redemption~~change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the ~~shares:~~Alpha Star’s public disclosures.

InCertain ~~our~~Related Annual General Meeting held on July 13, 2023, our shareholders approved to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate an initial business combination from September 15, 2023 to March 15, 2024.Agreements

~~Subsequently~~Sponsor onVoting ~~January 20, 2024, we held an Extraordinary General Meeting, at which our shareholders approved to amend our amended~~ and ~~restated~~Support memorandum and articles of association to (i) extend date by which we must consummate a business combination to September 15, 2024; (ii) allow us to undertake an initial business combination with an entity or business with a physical presence, operation, or other significant ties to China (a “China-based Target”) or which may subject the post-business combination business or entity to the laws, regulations and policies of China (including Hong Kong and Macao), or an entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to a series of contractual arrangements (“VIE Agreements”) with the VIE and its shareholders on one side, and a China-based subsidiary of the China-based Target, on the other side; and (iii) eliminate the limitation that we shall not redeem its public shares to the extent that such redemption would result in the ordinary shares, or the securities of any entity that succeeds the Company as a public company, becoming “penny stock” (as defined in accordance with Rule 3a51-1 of the Securities Exchange Act of 1934, as amended), or cause the Company to not meet any greater net tangible asset or cash requirement which may be contained in the agreement relating to a Business Combination.Agreement

~~Currently,~~On weSeptember ~~have~~23, ~~until~~2024, ~~September~~PubCo, 15XDATA, ~~2024~~Alpha Star and Sponsor entered into the Sponsor Voting and Support Agreement, pursuant to ~~consummate~~which anSponsor agreed ~~initial~~to, ~~business~~among ~~combination~~other things, ~~with~~(i) ~~monthly~~attend ~~extension~~any ~~fees~~Alpha Star shareholder meeting to establish a quorum for the purpose of ~~either~~approving the ~~lower~~Alpha Star transaction proposals; (ii) vote all Alpha Star Ordinary Shares in favor of ~~$70~~the Alpha Star transaction proposals,~~000~~ ~~for~~including the approval of the Business Combination Agreement and the transactions contemplated thereby; and (iii) vote all ~~remaining~~Alpha Star Ordinary Shares against (A) other than in connection with the Transactions (as defined in the Business Combination Agreement), any business combination agreement or merger (other than the Business Combination Agreement and the Transactions), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Alpha Star or any public offering of any shares of Alpha Star or, in case of a public offering only, a newly-formed holding company of Alpha Star, (B) any SPAC Alternative Transaction Proposal (as defined in the Business Combination Agreement, and ~~$0.033~~(C) any amendment ~~for~~of the organizational documents of Alpha Star or other proposal or transaction involving Alpha Star, which, in each ~~remaining~~of ~~public~~cases ~~shares~~(A) and (C), would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by Alpha Star of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Agreement (as defined in the Business Combination Agreement), the Transactions or any other Transaction or change in any manner the voting rights of any class of Alpha Star’s share capital.

The foregoing description of the Sponsor Voting and Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Voting and Support Agreement, a copy of which is filed with Alpha Star’s Current Report on Form 8-K as Exhibit 10.1, filed with the SEC on September 13, 2024, and the terms of which are incorporated by reference herein.

Sponsor Lock-Up Agreement

At Closing, PubCo and the Sponsor shall enter into the Sponsor Lock-Up Agreement, pursuant to which Sponsor, among other things, agreed not to transfer any PubCo Ordinary Shares held by it immediately after the Closing during the applicable lock-up period, subject to customary exceptions as follows: (i) transfers to the PubCo’s officers or directors, any affiliates (as set forth in Rule 405 under the Securities Act of 1933, as amended) or family members of any of the PubCo’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers in the event of the PubCo’s liquidation prior to the completion of an initial business combination; (vii) transfers by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (viii) in the event of the PubCo’s liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property subsequent to the completion of the PubCo’s initial business combination; and (ix) transfers in connection with the PubCo’s initial business combination with the PubCo’s consent to any third party; provided, however, that in the case of clauses (i) through (v), (viii) and (ix), these permitted transferees must enter into a written agreement, in substantially the form of the Sponsor Lock-Up Agreement, agreeing to be bound by the lock-up restrictions and shall have the same rights and benefits under the Sponsor Lock-Up Agreement.

The ~~NASDAQ~~lock-up ~~rules~~period ~~require~~applicable ~~that~~to ~~our~~the ~~initial~~Sponsor ~~business~~Locked-Up ~~combination~~Shares ~~must~~will be (i) with ~~one~~respect orto ~~more~~100% ~~target~~of ~~businesses~~the ~~that~~PubCo ~~together~~Ordinary ~~have~~Shares anheld, ~~aggregate~~issuable ~~fair~~or ~~market~~acquirable ~~value~~in ~~equal~~respect toof atany ~~least~~Locked-Up ~~80%~~Private ofPlacement ~~the~~Shares ~~balance~~(as defined in the ~~trust~~Sponsor ~~account~~Lock-Up ~~(less~~Agreement), ~~any~~thirty ~~deferred~~(30) ~~underwriting~~days ~~commissions~~ from and ~~taxes~~after ~~payable on~~the ~~interest~~Closing ~~earned~~Date, (ii) atwith ~~the~~respect ~~time~~to 50% of ~~our~~the ~~signing~~PubCo aOrdinary ~~definitive~~Shares ~~agreement~~held, issuable or acquirable in ~~connection~~respect ~~with~~of ~~our~~any ~~initial~~Locked-Up Founder ~~business~~Shares ~~combination.~~(as Ifdefined ~~our~~in ~~Board~~ the Sponsor Lock-Up Agreement), until the earlier of ~~Directors~~(A) issix ~~not~~(6) ~~able~~months tofrom ~~independently~~and ~~determine~~after the ~~fair~~Closing ~~market~~Date or ~~value~~(B) ofthe date on which the ~~target~~closing ~~business~~Company Per Share Trading Price equals or ~~businesses,~~exceeds we$12.50 ~~will~~per ~~obtain~~share an(as ~~opinion~~adjusted for share splits, ~~from~~share ancapitalizations, ~~independent~~rights ~~investment~~issuances, ~~banking~~subdivisions, ~~firm~~reorganizations, orrecapitalizations ~~another~~and ~~independent~~the ~~firm~~like) ~~that~~for ~~commonly~~any ~~renders~~20 ~~valuation~~Trading ~~opinions~~Days ~~for~~within any thirty (30)-Trading Day period commencing after the ~~type~~Closing ofDate, ~~company we~~and ~~are~~(iii) ~~seeking~~with respect to ~~acquire~~the remaining 50% of the PubCo Ordinary Shares held, issuable or anacquirable ~~independent~~in ~~accounting~~respect ~~firm.~~of Weany doLocked-Up ~~not~~Founder ~~intend~~Shares tountil ~~purchase~~six ~~multiple~~(6) ~~businesses~~months infrom ~~unrelated~~and ~~industries~~after the Closing Date, or earlier in ~~conjunction~~either ~~with~~case ~~our~~of ~~initial~~(ii) ~~business~~and ~~combination.~~(iii) ~~Additionally~~above, ~~pursuant~~if subsequent to ~~NASDAQ~~PubCo’s ~~rules~~initial Business Combination it completes a liquidation, merger, ~~any~~share ~~initial~~exchange, ~~business~~reorganization ~~combination~~or ~~must~~other besimilar transaction that results in all of PubCo’s shareholders having the right ~~approved~~to byexchange atheir ~~majority~~Ordinary Shares for cash, securities or other property. Capitalized terms in this summary of ~~our~~the ~~independent~~Sponsor ~~directors~~Lock-Up Agreement not otherwise defined herein shall have the meanings ascribed to them in the Sponsor Lock-Up Agreement.

WeThe ~~anticipate~~foregoing ~~structuring~~description ~~our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100%~~ of the ~~equity~~Sponsor ~~interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post~~Lock-~~transaction~~Up ~~company~~Agreement ~~owns~~does ornot ~~acquires~~purport ~~less than 100% of such interests or assets of the target business in order~~ to ~~meet~~be ~~certain objectives of the target management team or shareholders or for other reasons, but we will only~~ complete ~~such~~ ~~business~~and ~~combination~~is ifqualified ~~the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest~~ in ~~the~~its ~~target~~entirety ~~sufficient~~by ~~for it not to be required to register as an investment company under~~ the ~~Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires~~terms ~~50%~~and orconditions ~~more~~ of the ~~voting~~Sponsor ~~securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post~~Lock-~~transaction~~Up ~~company~~Agreement, ~~depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue~~ a ~~transaction~~copy inof which weis ~~issue~~filed awith ~~substantial~~Alpha ~~number~~Star’s ofCurrent ~~new~~Report ~~shares~~on inForm ~~exchange~~8-K ~~for~~as ~~all of the outstanding~~Exhibit ~~capital stock of a target~~10. ~~In this case~~2, wefiled ~~would~~with ~~acquire~~the aSEC ~~100%~~on ~~controlling~~September ~~interest in the target. However~~13, ~~as a result of the issuance of a substantial number of new shares~~2024, ~~our~~and ~~shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of~~ the ~~equity~~terms ~~interests or assets~~ of awhich ~~target business or businesses~~ are ~~owned~~incorporated ~~or acquired~~ by ~~the~~reference ~~post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test~~herein. ~~If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.~~

~~Summary~~XDATA ~~Information~~Shareholder ~~Related~~Lock-Up ~~to Our Securities, Redemption Rights~~ and ~~Liquidation~~Support Agreement

WeOn ~~are~~September a23, ~~Cayman~~2024, ~~Islands~~PubCo, ~~exempted~~Alpha ~~company~~Star ~~(company~~and ~~number~~the ~~373150)~~sole ~~and~~shareholder ~~our~~of ~~affairs~~XDATA ~~are~~entered ~~governed~~into bythe ~~our~~XDATA ~~amended~~Shareholder Lock-Up and ~~restated~~Support ~~memorandum and~~Agreement, ~~articles~~pursuant to which the sole shareholder of ~~association~~XDATA agreed to, among other things, (i) attend any XDATA shareholder meeting to establish a quorum; and (ii) vote Subject Shares (as defined in the ~~Companies~~XDATA ~~Law~~Shareholder Lock-Up and ~~common~~Support ~~law~~Agreement) ofheld or acquired by such XDATA shareholder against (A) other than in connection with the ~~Cayman~~Transactions, ~~Islands.~~business ~~Pursuant~~combination toagreement ~~our~~or ~~amended~~merger ~~and~~(other ~~restated~~than ~~memorandum~~the ~~and~~Business ~~articles~~Combination Agreement and the Transactions), scheme of ~~association~~arrangement, webusiness ~~are~~combination, ~~authorized~~consolidation, tocombination, ~~issue~~sale 50of substantial assets,~~000~~ reorganization,~~000~~ ~~ordinary~~recapitalization, ~~shares~~dissolution, ~~$0.001~~liquidation ~~par~~or ~~value~~winding ~~each.~~up ~~The~~of ~~information~~or ~~provided~~by ~~below~~XDATA, any of its material subsidiaries, or, isin case of a ~~summary~~public offering only, ~~and~~a wenewly-formed ~~refer~~holding ~~you~~company toof ~~our~~XDATA ~~prospectus~~or ~~dated~~such material subsidiaries, (B) any Alternative Transaction Proposal (as ofdefined ~~December~~in 14the Business Combination Agreement), ~~2021~~(C) other than any amendment to the organizational documents of XDATA in furtherance of Section 2.01 of the Business Combination Agreement, ~~our~~any ~~amended~~amendment ~~and~~of ~~restated~~the ~~memorandum~~organizational ~~and~~documents ~~articles~~of XDATA or other proposal or transaction involving XDATA or any of ~~association~~its subsidiaries and ~~our~~(D) ~~warrant~~any ~~agreement~~proposal ~~with~~or ~~Vstock~~effort ~~Transfer~~to ~~LLC~~revoke ~~Company~~(in aswhole ~~warrant~~or ~~agent~~in ~~for~~part) ~~additional~~any ~~important~~approval given by a shareholder of XDATA, which, in each of cases (A) and (C), would be reasonably likely to, in any material ~~information~~respect, impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by XDATA of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Agreement, the Transactions or any other Transaction or change in any manner the voting rights of any class of XDATA’s share capital.

InPursuant ~~our~~to ~~initial~~the ~~public~~XDATA ~~offering,~~Shareholder weLock-Up ~~sold~~and ~~units~~Support atAgreement, anthe ~~offering~~sole ~~price~~shareholder of ~~$10.00~~XDATA ~~and~~also ~~consisting~~shall ofagree ~~one~~not ~~ordinary~~to ~~share,~~transfer ~~one~~any ~~right~~PubCo Ordinary Shares held by such XDATA shareholder immediately after the Closing. The lock-up period applicable to ~~receive one~~the XDATA Shareholder Locked-~~seventh~~Up Shares will be (~~1/7~~i) with respect to 50% of anthe ~~ordinary~~XDATA ~~share~~Shareholder ~~upon~~Locked-Up Shares, until the ~~consummation~~earlier of an(A) ~~initial~~six ~~business~~(6) ~~combination~~months from and ~~one~~after the ~~redeemable~~Closing ~~warrant~~Date or (B) the date on which the closing Company Per Share Trading Price equals or exceeds $12.50 ~~Each~~per ~~warrant~~share (as adjusted ~~entitles~~for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the ~~holder~~like) ~~thereof~~for toany ~~purchase~~twenty (20) ~~one-half~~Trading ofDays ~~one~~within ~~ordinary~~any ~~share.~~thirty We(30)-Trading ~~will~~Day ~~not~~period ~~issue~~commencing ~~fractional~~after ~~shares~~the inClosing ~~connection~~Date, and (ii) with respect to the ~~exercise~~remaining 50% of the ~~warrants.~~XDATA AsShareholder aLocked-Up ~~result~~Shares, auntil ~~warrant~~six ~~holder~~(6) ~~must~~months ~~exercise~~from ~~warrants~~and inafter ~~multiples~~the ofClosing ~~two~~Date, ~~warrants~~or earlier in either case, atif asubsequent to ~~price~~PubCo’s ofinitial ~~$11.50~~Business ~~per~~Combination ~~full~~it ~~share~~completes a liquidation, ~~subject~~ tomerger, ~~adjustment.~~share ~~Each~~exchange, ~~warrant~~reorganization ~~will~~or ~~become~~other ~~exercisable~~similar ontransaction that ~~the~~results ~~later~~in all of ~~the~~PubCo’s ~~completion~~shareholders ofhaving anthe ~~initial~~right ~~business~~to ~~combination~~exchange ~~and~~their 9Ordinary ~~months from~~Shares ~~December~~for 15cash, ~~2021~~securities ~~and~~or ~~will~~other ~~expire~~property. Capitalized ~~five~~terms ~~years~~in ~~after~~this ~~the~~summary ~~completion~~ of anthe ~~initial~~XDATA ~~business~~Shareholder ~~combination,~~Lock-Up orand ~~earlier~~Support ~~upon~~Agreement ~~redemption. Effective~~not ~~January~~otherwise ~~18,~~defined ~~2022,~~herein shall have the meanings ~~component~~ascribed ~~parts~~to ofthem in the ~~units~~XDATA ~~began~~Shareholder ~~trading~~Lock-Up ~~separately~~and Support Agreement.

AsThe offoregoing ~~December~~description ~~31,~~of ~~2023,~~the ~~there~~XDATA ~~were~~Shareholder ~~12,268,503~~Lock-Up ~~ordinary shares issued~~ and ~~outstanding.~~Support ~~Ordinary~~Agreement ~~shareholders~~does ofnot ~~record~~purport ~~are entitled~~ to ~~one vote for each share held on all matters to~~ be ~~voted~~complete ~~on by shareholders~~ and ~~vote~~is ~~together~~qualified asin aits entirety ~~single~~by ~~class,~~the ~~except~~terms asand ~~required~~conditions byof ~~law. Unless specified in~~ the ~~Companies~~XDATA ~~Law,~~Shareholder ~~our~~Lock-Up ~~amended~~ and ~~restated~~Support ~~memorandum~~Agreement, ~~and~~a ~~articles~~copy of ~~association~~which oris ~~applicable~~filed ~~stock~~with ~~exchange~~Alpha ~~rules,~~Star’s ~~the~~Current ~~affirmative~~Report ~~vote~~on ofForm a8-K ~~majority~~as ofExhibit ~~our~~10.3, ~~ordinary~~filed ~~shares~~with ~~that~~the ~~are~~SEC ~~voted~~on isSeptember ~~required~~13, to2024, ~~approve~~and ~~any~~the ~~such~~terms ~~matter~~of ~~voted~~which onare incorporated by ~~our shareholders~~reference herein.

Amended and Restated Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, PubCo, the Sponsor and certain shareholders of PubCo, as applicable, will enter into the A&R Registration Rights Agreement, to be effective as of the Closing, pursuant to which PubCo agrees to undertake certain resale shelf registration obligations in accordance with the Securities Act and the Sponsor and certain shareholders of PubCo will be granted customary demand and piggyback registration rights.

The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the A&R Registration Rights Agreement, a copy of which is filed with Alpha Star’s Current Report on Form 8-K as Exhibit 10.4, filed with the SEC on September 13, 2024, and the terms of which are incorporated by reference herein.

AsAcquisition ofStrategy ~~December 31, 2023, there are warrants outstanding to acquire an aggregate of 5,750,000 ordinary shares. We will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant~~ and ~~will~~Management ~~have~~Business noCombination obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the ordinary share underlying such unit.Experience

~~Once~~Our ~~the~~acquisition ~~warrants~~strategy ~~become~~is ~~exercisable~~to identify, weacquire, ~~may~~and ~~call~~after our initial business combination, build a company in an industry that complements the ~~warrants~~experience and expertise of our management team and will benefit from our operational and investment expertise. Our acquisition selection process for ~~redemption~~the ~~(including~~proposed Business Combination with XDATA leveraged, and if we do not complete the ~~private~~proposed ~~placement~~Business ~~warrants~~Combination ~~but~~and ~~including~~instead seek ~~any~~to complete another initial business combination will leverage, our team’s network of industry and lending community relationships ~~outstanding~~as ~~warrants~~well ~~issued~~as ~~upon~~relationships ~~exercise~~with management teams of ~~the~~public ~~unit~~and ~~purchase~~private ~~option~~companies, ~~issued~~founders toand entrepreneurs, investment bankers, attorneys and accountants that we believe provided us, and if necessary, would in the ~~underwriters~~future orprovide ~~their~~us, ~~designees):~~with a number of business combination opportunities.

●In addition into ~~whole~~our management team’s robust network, target business candidates may continue to be brought to our attention from various unaffiliated contacts, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. If we do not incomplete ~~part;~~the proposed Business Combination and instead seek to complete another initial business combination, members of our management team will again communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and again commence the process of pursuing and reviewing promising leads.

~~● at a price of $0.01 per warrant;~~Investment Criteria

●Our management ~~upon~~team ~~not~~intends ~~less~~to ~~than~~focus 30on ~~days~~creating shareholders’ ~~prior~~value ~~written~~by ~~notice~~leveraging its experience in the management, operation and financing of ~~redemption~~businesses (to improve the ~~“30-day~~efficiency ~~redemption~~of ~~period”)~~operations while implementing strategies to ~~each~~scale ~~warrant~~revenue ~~holder;~~organically and/or through acquisitions. We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses, including our evaluation on our proposed Business Combination with XDATA. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do so.

● ifMiddle-Market Growth Business. We primarily seek to acquire one or more growth businesses with a total enterprise value of between $300,000,000 and ~~only if~~$600,000,000. ~~the~~We ~~reported~~believe ~~last~~that ~~sale~~there ~~price~~are a substantial number of ~~the~~potential ~~ordinary~~target ~~shares~~businesses ~~equal~~within orthis ~~exceed~~valuation ~~$18~~range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth.00 ~~per~~We ~~share~~currently do not intend to acquire either a start-up company (asa ~~adjusted~~company ~~for~~that ~~share~~has ~~splits~~not yet established commercial operations) or a company with negative cash flow. ● Companies in Business Segments that are Strategically Significant to the Asian Markets. We seek to acquire those businesses that are currently strategically significant in the Asian markets. Such sectors include clean energy, ~~share~~internet ~~capitalizations~~and high technology, ~~rights~~financial ~~issuances~~technology, ~~subdivisions~~health care, ~~reorganizations~~consumer and retail, ~~recapitalizations~~energy and resources, manufacturing and education. ● Business with Revenue and Earnings Growth Potential. We seek to acquire one or more businesses that have the ~~like)~~potential for ~~any~~significant 20revenue ~~trading~~and ~~days~~earnings ~~within~~growth through a ~~30-trading~~combination ~~day~~of ~~period~~both ~~ending~~existing and new product development, increased production capacity, expense reduction and synergistic follow-on ~~the~~acquisitions ~~third~~resulting ~~trading~~in ~~day~~increased ~~prior~~operating leverage. ● Companies with Potential for Strong Free Cash Flow Generation. We seek to acquire one or more businesses that have the ~~date~~potential weto ~~send~~generate strong, stable and increasing free cash flow. We intend to ~~the~~focus ~~notice~~on ofone ~~redemption~~or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to ~~the~~prudently ~~warrant~~leverage ~~holders~~this cash flow in order to enhance shareholder value. ● Benefit from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.

We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction, whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require that we conduct a tender offer under SEC rules rather than seeking shareholder approval). Under NASDAQ rules, asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares (unless we are deemed to be a foreign private issuer at such time) or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the NASDAQ, we will be required to comply with NASDAQ rules.

We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share (subject to increase of up to an additional $0.40 per public share in the event that our sponsor elects to extend the period of time to consummate a business combination). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may hold in connection with the completion of our initial business combination.

~~Redemptions~~These ofcriteria ~~our~~are ~~public~~not ~~shares~~intended ~~may~~to ~~also~~ be ~~subject~~exhaustive toor aexclusive. ~~higher~~Any ~~net~~evaluation ~~tangible~~relating ~~asset~~to ~~test~~the ormerits ~~cash~~of ~~requirement~~a ~~pursuant~~particular tobusiness ancombination ~~agreement~~may be ~~relating~~based, to ~~our~~ ~~initial~~the ~~business~~extent ~~combination.~~relevant, ~~For~~on ~~example~~these general guidelines as well as other considerations, ~~the~~factors ~~proposed~~and ~~business~~criteria ~~combination~~that our Sponsor and management team may ~~require:~~deem ~~(i)~~relevant. ~~cash~~In ~~consideration~~the toevent bethat ~~paid~~we failed to ~~the target~~consummate orour ~~its~~proposed ~~owners,~~Business ~~(ii)~~Combination ~~cash~~with toXDADA beand ~~transferred~~we decide to ~~the~~enter ~~target~~into ~~for~~an ~~working~~business ~~capital~~combination orwith ~~other~~a ~~general~~target ~~corporate~~business ~~purposes~~that ordoes ~~(iii)~~not meet the ~~retention~~ ofabove ~~cash~~criteria toand ~~satisfy~~guidelines, ~~other~~we ~~conditions~~will indisclose that ~~accordance~~the ~~with~~target ~~the~~business ~~terms~~does ofnot meet the ~~proposed~~above ~~business~~criteria ~~combination.~~in Inour ~~the~~shareholder ~~event~~communications ~~the~~related ~~aggregate~~to our business combination, which, ~~cash~~as ~~consideration~~discussed wein this report, would be ~~required~~in tothe ~~pay~~form ~~for~~of ~~all~~proxy ~~ordinary~~solicitation ~~shares~~or ~~that~~tender ~~are~~offer ~~validly~~materials, ~~submitted~~as ~~for~~applicable, ~~redemption~~that ~~plus~~we ~~any~~would ~~amount required~~file towith ~~satisfy~~the ~~cash~~SEC. ~~conditions~~In ~~pursuant~~evaluating toa ~~the~~prospective ~~terms~~target ofbusiness, ~~the~~we ~~proposed~~expect ~~business~~to ~~combination~~conduct ~~exceed~~a ~~the~~due ~~aggregate~~diligence ~~amount~~review ofwhich ~~cash~~may ~~available~~encompass, toamong other usthings, wemeetings ~~will~~with ~~not~~incumbent ~~complete~~ownership, ~~the~~management ~~business~~and ~~combination~~employees, ordocument ~~redeem~~reviews, ~~any~~interviews ~~shares,~~of customers and ~~all~~suppliers, ~~ordinary~~inspections of ~~shares~~facilities, ~~submitted~~as ~~for~~well ~~redemption~~as reviewing financial and other information which will be ~~returned~~ made available to ~~the~~us. ~~holders~~We ~~thereof~~will also utilize our management team’s deal-making track record, professional relationships and capital markets expertise.

~~Currently,~~Sourcing we have until September 15, 2024 to consummate an initial business combination. If we are unable to complete our initial business combination by September 15, 2024, we will: (i) cease all operations except for the purpose of ~~winding~~Potential ~~up,~~Business ~~(ii)~~Combination as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights and warrants, which will expire worthless if we fail to complete our initial business combination by September 15, 2024.Targets

~~Corporate~~As ~~Information~~discussed elsewhere in this Annual Report, we intend to complete the proposed Business Combination with XDATA. However, if we do not complete the proposed Business Combination and instead seek another initial business combination, target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources would have read our filings with the SEC and understand what types of businesses that we are targeting.

WeIf ~~are~~we ando ~~“emerging~~not ~~growth~~complete ~~company,”~~the asproposed ~~defined~~Business inCombination ~~Section~~and ~~2(a)~~instead ofseek ~~the~~another ~~Securities~~initial ~~Act~~business ~~of 1933~~combination, asour ~~amended,~~officers orand ~~the Securities Act~~directors, as ~~modified~~well byas ~~the~~their ~~Jumpstart~~affiliates, ~~Our~~may ~~Business~~also ~~Startups~~bring ~~Act~~to ofour ~~2012,~~attention ortarget ~~the~~business ~~JOBS~~candidates ~~Act.~~that Asthey ~~such,~~become weaware ~~are~~of ~~eligible~~through totheir ~~take advantage of certain~~business ~~exemptions~~contacts ~~from~~as ~~various~~a ~~reporting~~result ~~requirements~~of ~~that~~formal ~~are~~or ~~applicable~~informal toinquiries ~~other~~or ~~public~~discussions ~~companies~~ that ~~are~~they ~~not~~may ~~“emerging growth companies” including~~have, ~~but~~as ~~not~~well ~~limited~~as ~~to,~~attending ~~not~~trade ~~being~~shows ~~required~~or ~~to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley~~conventions. ~~Act~~In ~~of 2002~~addition, orif ~~the~~we ~~Sarbanes-Oxley~~do ~~Act,~~not ~~reduced~~complete ~~disclosure~~the ~~obligations~~proposed ~~regarding~~Business ~~executive~~Combination ~~compensation~~and ininstead ~~our~~seek ~~periodic~~another ~~reports~~initial ~~and~~business ~~proxy statements~~combination, ~~and~~we ~~exemptions~~expect to ~~from~~receive ~~the~~a ~~requirements~~number of ~~holding~~proprietary adeal ~~non-binding~~flow ~~advisory~~opportunities ~~vote~~that onwould ~~executive compensation and shareholder approval of any golden parachute payments~~ not ~~previously~~otherwise ~~approved.~~necessarily Ifbe ~~some~~available ~~investors~~to ~~find~~us ~~our securities less attractive~~ as a result, ~~there~~of ~~may~~the bebusiness arelationships ~~less~~of ~~active trading market for~~ our ~~securities~~officers and ~~the prices of our securities may be more volatile~~directors.

InOur ~~addition,~~management ~~Section~~team ~~107~~has ofdeveloped ~~the~~a ~~JOBS~~broad ~~Act~~network ~~also~~of ~~provides~~contacts ~~that~~and ancorporate ~~“emerging~~relationships. ~~growth~~We ~~company”~~believe ~~can~~that ~~take~~the ~~advantage~~network of ~~the~~contacts ~~extended~~and relationships ~~transition~~of ~~period~~our ~~provided~~management inteam ~~Section~~and ~~7(a)(2)(B)~~our ofsponsor ~~the~~will ~~Securities~~provide ~~Act~~us ~~for~~with ~~complying~~an ~~with~~important ~~new~~source orof ~~revised~~business ~~accounting~~combination ~~standards~~opportunities. In ~~other words~~addition, anwe anticipate ~~“emerging~~that ~~growth~~target ~~company”~~business ~~can~~candidates ~~delay~~will ~~the~~be ~~adoption~~brought ofto ~~certain~~our ~~accounting~~attention ~~standards~~from ~~until~~various ~~those~~unaffiliated ~~standards~~sources, ~~would~~including ~~otherwise~~investment banking ~~apply~~firms, to private ~~companies.~~equity Wefirms, ~~intend~~consultants, toaccounting ~~take~~firms ~~advantage~~and ofbusiness ~~the benefits of this extended transition period~~enterprises.

We ~~will~~are ~~remain~~not anprohibited ~~emerging~~from ~~growth~~pursuing ~~company~~an ~~until~~initial ~~the~~business ~~earlier~~combination ofwith ~~(1)~~a ~~the~~company ~~last~~that ~~day~~is ofaffiliated ~~the~~with ~~fiscal~~our ~~year~~Sponsor, ~~following~~officers ~~the~~or ~~fifth~~directors, or ~~anniversary~~completing of the ~~completion~~ ofbusiness ~~our~~combination ~~IPO,~~through ~~(b)~~a injoint ~~which~~venture weor ~~have~~other ~~total~~form ~~annual gross revenue~~ of atshared ~~least~~ownership ~~$1.235~~with ~~billion~~our Sponsor, officers or ~~(c) in which we are deemed to be~~directors. aIf ~~large~~any ~~accelerated~~of ~~filer,~~our ~~which~~officers ~~means~~or ~~the~~directors ~~market~~becomes ~~value~~aware of ~~our~~a ~~ordinary~~business ~~shares~~combination opportunity that isfalls ~~held~~within bythe ~~non-affiliates~~line ~~exceeds~~of ~~$700~~business ~~million~~of asany ofentity ~~the~~to ~~prior~~which ~~June~~he/she ~~30th,~~has ~~and~~then-existing ~~(2)~~fiduciary ~~the~~or ~~date~~contractual onobligations, ~~which~~he weor ~~have~~she ~~issued~~may ~~more~~be ~~than~~required ~~$1.0~~to ~~billion~~present insuch ~~non-convertible~~business ~~debt securities~~combination ~~during~~opportunity ~~the~~to ~~prior~~such ~~three-year~~entity ~~period.~~prior ~~References herein~~ to ~~“emerging~~presenting ~~growth~~such ~~company”~~business ~~shall~~combination ~~have~~opportunity ~~the~~to ~~meaning associated with it in the JOBS Act~~us.

Unless we complete our initial business combination with an affiliated entity, or our Board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our Company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board, 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 significantly in outcome. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our Initial Business Combination.

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

~~Additionally,~~Each weof ~~are~~our adirectors ~~“smaller~~and ~~reporting~~officers ~~company”~~presently ashas, ~~defined~~and in ~~Rule~~the ~~10(f)(1)~~future any of ~~Regulation~~our ~~S-K.~~directors ~~Smaller~~and ~~reporting~~our ~~companies~~officers may ~~take~~have additional, fiduciary or ~~advantage~~contractual ofobligations ~~certain~~to ~~reduced~~other ~~disclosure~~entities ~~obligations,~~pursuant ~~including~~to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, ~~among~~subject ~~other~~to ~~things~~his/her fiduciary duties under Cayman Islands law, ~~providing~~if ~~only~~any ~~two~~of ~~years~~our officers or directors becomes aware of ~~audited~~an ~~financial~~acquisition ~~statements.~~opportunity which is suitable for an entity to which he/she has then current fiduciary or contractual obligations, Wehe or she will ~~remain~~need ato ~~smaller~~honor ~~reporting~~his/her ~~company~~fiduciary ~~until~~or ~~the~~contractual ~~last~~obligations ~~day~~to ofpresent ~~the~~such ~~fiscal~~acquisition ~~year~~opportunity into ~~which~~such ~~(1)~~entity, and only present it to us if such entity rejects the ~~market~~opportunity. ~~value~~Our amended and restated memorandum and articles of ~~our~~association ~~ordinary~~will ~~shares~~provide ~~held~~that, bysubject ~~non-affiliates~~to ~~exceeds~~his/her ~~$250~~fiduciary ~~million~~duties asunder ofCayman ~~the~~Islands ~~prior~~law, ~~June~~we ~~30th,~~renounce our interest in any corporate opportunity offered to any officer or ~~(2)~~director ~~our~~unless ~~annual~~such ~~revenues~~opportunity ~~exceed~~is ~~$100~~expressly ~~million~~offered ~~during~~to such ~~completed fiscal~~person ~~year~~solely ~~and~~in ~~the~~his ~~market~~or ~~value~~her capacity as a director or officer of our ~~ordinary~~Company ~~shares~~and ~~held~~such byopportunity ~~non-affiliates~~is ~~exceeds~~one ~~$700~~that ~~million~~we asare 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 ~~the~~our ~~prior~~directors ~~June~~or 30officers would materially undermine our ability to complete our business combination.

WeOur ~~are~~officers aand ~~Cayman~~directors ~~Islands~~are ~~exempted~~not ~~company~~prohibited ~~incorporated~~from onbecoming ~~March~~an ~~11,~~officer ~~2021.~~or ~~Our~~director ~~executive~~of ~~offices~~another ~~are~~special ~~located~~purpose atacquisition 80company ~~Broad~~with ~~Street, 5th~~a ~~Floor,~~class ~~New~~of ~~York,~~securities ~~NY,~~registered ~~10004,~~under ~~and~~the ~~our~~Exchange ~~telephone number is (212) 837 7977~~Act.

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

WeIn ~~may~~identifying, ~~not~~evaluating beand ~~able~~selecting toa ~~complete~~target anbusiness for our initial business combination, ~~with~~we may encounter intense competition from other entities having a Ubusiness objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions.S. ~~target~~Many ~~company~~of ~~since~~these ~~such~~entities ~~initial~~are ~~business~~well ~~combination~~established ~~may~~and behave extensive ~~subject~~experiences toin Uidentifying and effecting business combinations directly or through affiliates.S. ~~foreign~~Moreover, ~~investment~~many ~~regulations~~of these competitors possess greater financial, technical, human and ~~review~~other resources than us. Our ability to acquire larger target businesses will be limited by aour available Ufinancial resources.S. ~~government~~This ~~agency~~inherent ~~such~~limitation asgives others an advantage in pursuing the ~~Committee~~acquisition onof ~~Foreign~~a ~~Investment~~target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding rights and warrants, and the ~~United~~future ~~States~~dilution ~~(CFIUS)~~they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating or ~~ultimately~~effecting ~~prohibited~~an initial business combination, including the proposed Business Combination with XDATA.

~~Our~~We ~~sponsor,~~believe ~~A-Star Management Corp., is controlled by~~ our ~~Chairman~~structure ~~and~~will ~~Chief~~make ~~Executive~~us ~~Officer~~an ~~Zhe~~attractive ~~Zhang,~~business ~~who~~combination ispartner ato ~~Chinese~~target ~~citizen~~businesses. ~~Our sponsor~~As ~~currently~~an ~~owns~~existing ~~approximately~~public ~~21.8%~~company, ~~of our~~we offer ~~outstanding~~the ~~shares.~~target ~~Certain~~business ~~federally~~an ~~licensed~~alternative ~~businesses~~to in the ~~United~~traditional ~~States, such~~initial aspublic ~~broadcasters~~offering ~~and~~through ~~airlines,~~a ~~may~~merger ~~be subject to rules~~ or ~~regulations~~other ~~that~~business ~~limit foreign ownership~~combination. In this ~~addition~~situation, ~~CFIUS~~the isowners anof ~~interagency committee authorized to review certain transactions involving foreign investment in~~ the ~~United~~target ~~States~~business bywould ~~foreign~~exchange ~~persons~~their inshares ~~order to determine the effect~~ of ~~such~~stock ~~transactions~~in on the ~~national~~target ~~security~~business offor ~~the~~our ~~United~~shares ~~States.~~or ~~Because~~for ~~we may be considered~~ a ~~“foreign~~ ~~person”~~combination ~~under~~of ~~such~~our ~~rules~~shares and ~~regulations~~cash, ~~any~~allowing ~~proposed business combination between~~ us ~~and~~to atailor ~~U.S.~~the ~~business~~consideration ~~engaged in a regulated industry or which may affect national security, we could be subject~~ to ~~such~~the ~~foreign~~specific ~~ownership~~needs ~~restrictions and/or CFIUS review. The scope~~ of ~~CFIUS review was expanded by~~ the ~~Foreign~~sellers. ~~Investment~~Although ~~Risk~~there ~~Review Modernization Act of 2018 (“FIRRMA”) to include certain~~are ~~non-passive,~~various ~~non-controlling~~costs ~~investments in sensitive U.S. businesses~~ and ~~certain~~obligations ~~acquisitions~~associated ~~of real estate even~~ with nobeing ~~underlying U.S.~~a ~~business.~~public ~~FIRRMA~~company, ~~and~~we ~~subsequent~~believe ~~implementing~~target ~~regulations~~businesses ~~that~~will ~~are~~find ~~now~~this inway ~~force,~~a ~~also~~more ~~subject~~ certain and ~~categories~~cost-effective ofmethod ~~investments~~ to ~~mandatory~~becoming ~~filings.~~a Ifpublic ~~our initial business combination with any potential target~~ company ~~falls~~than ~~within~~ the ~~scope~~typical ofinitial ~~foreign~~public ~~ownership restrictions, we may be unable to consummate a business combination with such business~~offering. In ~~addition, if our business combination falls within CFIUS’s jurisdiction, we may be required to make~~ a ~~mandatory~~typical ~~filing~~initial orpublic ~~determine to submit a voluntary notice to CFIUS~~offering, orthere toare ~~proceed~~additional ~~with~~expenses ~~the~~incurred ~~initial~~in ~~business~~marketing, ~~combination~~road ~~without~~show ~~notifying CFIUS~~ and ~~risk~~public ~~CFIUS~~reporting ~~intervention,~~efforts ~~before~~that ~~or after closing the initial business combination. CFIUS~~ may ~~decide~~not tobe ~~block~~present ~~or delay our initial business combination, impose conditions~~ to ~~mitigate~~the ~~national~~same extent ~~security~~in ~~concerns~~connection with ~~respect~~a ~~to such initial~~ business combination orwith ~~order~~ us ~~to divest all or a portion of a U~~.~~S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.~~

~~Moreover~~Furthermore, ~~the~~once ~~process~~a ofproposed ~~government~~business ~~review,~~combination ~~whether~~is ~~by CFIUS or otherwise~~completed, ~~could~~the betarget ~~lengthy.~~business ~~Because~~will we have ~~only~~effectively abecome ~~limited~~public, ~~time~~whereas toan ~~complete~~initial ~~its~~public ~~initial~~offering ~~business~~is ~~combination,~~always ~~our~~subject ~~failure~~ to ~~obtain~~the ~~any~~underwriters’ ~~required~~ability ~~approvals~~to ~~within~~complete the ~~requisite~~offering, ~~time~~as ~~period~~well ~~may~~as ~~require~~general usmarket toconditions, ~~liquidate.~~which could Ifdelay weor ~~liquidate,~~prevent ~~our~~the ~~public~~offering ~~shareholders~~from ~~may~~occurring. ~~only~~Once ~~receive~~public, ~~the~~we ~~cash~~believe ~~held in~~ the ~~trust~~target ~~account,~~business ~~and~~would ~~our~~then ~~warrants~~have ~~and~~greater ~~rights~~access ~~will~~to ~~expire~~capital and ~~worthless.~~an ~~This~~additional ~~will~~means ~~also~~of ~~cause~~providing ~~you~~management toincentives ~~lose~~that ~~any~~are ~~potential~~consistent ~~investment~~with ~~opportunity~~shareholders’ ininterests. aIt ~~target~~can ~~company~~offer ~~and~~further ~~the~~benefits by ~~chance~~augmenting ofa ~~realizing~~company’s ~~future gains~~profile onamong ~~your~~potential ~~investment~~new ~~through~~customers ~~any~~and ~~price~~vendors ~~appreciation~~and assist in ~~the~~attracting ~~combined~~talented ~~company~~employees.

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

~~Item~~Initial ~~1A.~~Business ~~RISK~~Combination ~~FACTORS~~Timeframe and Nasdaq Rules

AsInitially, we had until 9 months from December 15, 2021 (the closing of our IPO) to consummate our initial business combination, and if we anticipate that we may not be able to consummate our initial business combination within 9 months, we may, by resolution of our Board if requested by our Sponsor, extend the period of time to consummate a ~~smaller~~business ~~reporting~~combination ~~company~~up to twelve times, each by an additional month (for a total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us and Wilmington Trust, National Association and Vstock Transfer LLC in connection with our initial public offering, in order for the time available for us to consummate our initial business combination to be extended, our Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $383,332, ($0.033 per public share), up to an aggregate of $4,600,000, or $0.40 per public share, on or prior to the date of the applicable deadline, for each monthly extension. In the event that we receive notice from our Sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not ~~required~~obligated to ~~include~~fund ~~risk~~the ~~factors~~trust inaccount ~~this~~to ~~Annual~~extend ~~Report~~the time for us to complete our initial business combination. ~~However~~If we are unable to consummate our initial business combination within the applicable time period, ~~below~~we iswill, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a ~~list~~pro rata portion of ~~material~~the funds held ~~risks~~in ~~associated~~the ~~with~~trust ~~acquiring~~account and ~~operating~~as apromptly ~~target~~as ~~business~~reasonably ~~with~~possible ~~its~~following ~~primary~~such ~~operations~~redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject in ~~China~~each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights and warrants will be worthless.

~~Risks~~Commencing ~~Associated~~from ~~with~~September ~~Acquiring~~15, 2022, we have to make the monthly extension by depositing the monthly extension fee of $383,332 into the trust account and ~~Operating~~we plan to make further monthly extension for a ~~Target~~total ~~Business~~of ~~with~~up ~~its~~to ~~Primary~~21 ~~Operations~~months inas ~~China~~needed to complete the initial business combination. The monthly extension fees were decrease due to the following Meeting and related redemption of shares:

AsIn ~~set~~our ~~forth~~Annual ~~herein,~~General ~~our~~Meeting ~~efforts~~of inshareholders ~~identifying~~held aon ~~prospective~~July ~~target~~13, ~~business~~2023, ~~will~~our ~~not~~shareholders beapproved ~~limited~~ to aamend ~~particular~~our ~~country.~~amended Weand ~~may target~~restated anmemorandum ~~initial business combination with a company located in the PRC (including Hong Kong~~ and ~~Macao).~~articles ~~Because~~ of ~~such~~association ~~potential ties~~ to ~~the~~ ~~PRC,~~extend ~~we may be subjected to~~ the ~~laws,~~date ~~rules~~by ~~and~~which ~~regulations of the PRC. Accordingly, in addition to the risk factors referred above,~~ we ~~have~~must ~~set forth some of the primary risks we have identified in seeking to~~ consummate ~~our~~an initial business combination ~~with~~from ~~a company~~September ~~having~~15, ~~its~~2023 ~~primary~~to ~~operations~~March in15, ~~the PRC~~2024.

~~Given~~Subsequently ~~the~~on ~~PRC~~January ~~government’s~~20, ~~potential~~2024, ~~oversight~~we ~~and~~held ~~discretion~~an ~~over~~Extraordinary ~~the~~General ~~conduct~~Meeting of shareholders, at which our ~~directors’~~shareholders ~~and~~approved ~~officers’~~to ~~search~~amend ~~for~~our amended and restated memorandum and articles of association to (i) extend date by which we must consummate a ~~target~~business ~~company~~combination to September 15, ~~the~~2024; (ii) ~~PRC~~allow ~~government~~us ~~may~~to ~~intervene~~undertake an initial business combination with an entity or ~~influence~~business ~~our~~with ~~operations~~a atChina-based ~~any~~Target ~~time,~~or which ~~could~~may ~~result~~subject inthe apost-business ~~material~~combination ~~change~~business inor entity ~~our~~to ~~search~~the ~~for~~laws, aregulations ~~target~~and ~~business~~policies of China (including Hong Kong and/ Macao), or an entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to VIE Agreements with the ~~value~~VIE and its shareholders on one side, and a China-based subsidiary of the ~~securities~~China-based Target, on the other side; and (iii) eliminate the limitation that we ~~are~~shall ~~registering.~~not ~~Changes~~redeem its public shares to the extent that such redemption would result in the ~~policies~~ordinary shares, ~~regulations,~~or ~~rules~~the securities of any entity that succeeds the Company as a public company, becoming “penny stock” (as ~~and~~defined ~~the~~in ~~enforcement~~accordance with Rule 3a51-1 of ~~laws~~the Securities Exchange Act of 1934, as amended), or cause the ~~PRC~~Company ~~may~~to benot ~~adopted~~meet ~~quickly~~any greater ~~with~~net ~~little~~tangible ~~advance~~asset ~~notice~~or ~~and~~cash ~~could~~requirement ~~have~~which amay ~~significant~~be ~~impact~~contained ~~upon~~in ~~our ability~~the agreement relating to ~~operate~~a Business Combination.

WeIn ~~may~~addition, beon ~~subject~~July to12, ~~certain~~2024, ~~risks~~we ~~relating~~held toan ~~regulatory~~Annual ~~oversight~~General byMeeting ~~the~~of ~~PRC~~shareholders, ~~government.~~to ~~This~~(i) ~~may~~amend ~~significantly~~our ~~limit~~amended ~~our~~and ~~ability~~restated tomemorandum ~~search~~and ~~for~~articles ~~candidates~~of ~~for~~association ~~our~~to ~~initial~~extend the date by which we have to consummate a business combination. Into ~~particular~~December 15, ~~changes~~2024; inand (ii) amend the ~~policies~~Investment Management Trust Agreement, ~~regulations~~dated December 9, ~~rules~~2021, by and between the ~~enforcement of~~Company ~~laws~~and of the ~~PRC~~trustee, ~~government~~as ~~may~~amended, beto provide ~~adopted~~the ~~quickly~~Company with ~~little~~the ~~advance~~discretion ~~notice.~~to ~~The~~extend ~~PRC~~the ~~government~~date ~~may~~on ~~also~~which ~~intervene~~to orcommence ~~influence~~liquidating ~~our search~~the ~~for~~Trust aAccount ~~target~~established ~~business~~in connection orwith the ~~completion~~Company’s ofinitial anpublic ~~initial~~offering ~~business~~up ~~combination~~to atfive ~~any~~(5) ~~time~~additional ~~because~~times, ~~our~~each ~~sponsor~~by isa ~~predominantly~~period ~~controlled~~of one month, from byJuly a15, ~~Chinese~~2024 ~~citizen.~~to ~~This~~December ~~could~~15, ~~significantly~~2024 ~~and~~by ~~negatively~~depositing ~~impact~~into ~~our~~the ~~search~~Trust Account $35,000 for aeach ~~target~~one-month ~~business~~extension. ~~and/or~~Both the above-mentioned ~~value~~proposals ofwere approved by the ~~securities we~~shareholders ~~are~~at ~~registering~~the ~~for~~Annual ~~sale~~General Meeting.

~~On February 17~~Further, ~~2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies~~ ~~(the~~on ~~“Trial~~December ~~Measures”)~~27, ~~which took effect on March 31~~2024, ~~2023.~~we ~~The~~held ~~Trial~~an ~~Measures~~Extraordinary ~~supersede~~General ~~prior~~Meeting ~~rules~~of ~~and clarified and emphasized several aspects~~shareholders, ~~which include but are not limited~~ to: (1i) ~~comprehensive~~amend ~~determination~~our ofamended ~~the~~and ~~“indirect~~restated ~~overseas~~memorandum ~~offering~~ and ~~listing~~ byarticles ~~PRC domestic companies” in compliance with the principle~~ of ~~“substance~~association ~~over form” and particularly, an issuer will be required~~ to goextend ~~through~~ the ~~filing~~date ~~procedures~~by ~~under~~which ~~the~~we ~~Trial~~have ~~Measures~~to ifconsummate ~~the following criteria are met at the same time: (~~a) ~~50% or~~business ~~more~~combination ofto ~~the~~June ~~issuer’s operating revenue~~15, ~~total~~2025; ~~profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies,~~ and (bii) ~~the~~amend ~~main parts of~~ the ~~issuer’s business~~ ~~activities~~Investment ~~are~~Management ~~conducted~~Trust ~~in mainland China~~Agreement, ordated ~~its~~December ~~main~~9, ~~places of business are located in mainland China~~2021, orby ~~the senior managers in charge of its business operation~~ and ~~management~~between are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the ~~effective~~Company ~~date~~and of the ~~Trial Measures~~trustee, ~~(b)~~as ~~are~~amended, ~~not required~~ to ~~re-perform~~provide the ~~regulatory~~Company ~~procedures~~ with the ~~relevant~~ ~~overseas~~discretion ~~regulatory~~to ~~authority~~extend or the ~~overseas~~date ~~stock~~on ~~exchange,~~which ~~and~~to ~~(c)~~commence ~~whose~~liquidating ~~such overseas securities offering or listing shall~~the beTrust ~~completed~~Account ~~before~~established ~~September 30, 2023, provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved~~ in ~~other~~connection ~~circumstances that require filing~~ with the ~~CSRC;~~Company’s ~~(3)~~initial apublic ~~negative list of types of issuers banned from listing or~~ offering ~~overseas,~~up ~~such~~to as six (a6) ~~issuers~~additional ~~whose~~times, ~~listing~~each ~~or offering overseas has been recognized~~ by ~~the State Council of the PRC as~~ a ~~possible~~period ~~threat to national security, (b) issuers whose affiliates have been recently convicted~~ of ~~bribery~~one ~~and corruption~~month, ~~(c)~~ ~~issuers~~from ~~under~~December ~~ongoing criminal investigations~~15, ~~and~~2024 ~~(d)~~to ~~issuers~~June ~~under major disputes regarding equity ownership; (4) issuers’ compliance with web security~~15, ~~data~~2025 ~~security,~~by ~~and~~depositing ~~other~~into ~~national security laws and regulations; (5) issuers’ filing and reporting obligations, such as~~ the ~~obligation~~Trust toAccount ~~file with the CSRC after it submits an application for initial public offering to overseas regulators~~$35,000 ~~and~~for ~~the~~each ~~obligation~~one-month ~~after~~extension. ~~offering~~Both ~~or listing overseas to report to~~ the ~~CSRC~~above-mentioned ~~material~~proposals ~~events~~were ~~including~~approved aby ~~change of control or voluntary or forced delisting of~~ the ~~issuer; and (6) the CSRC’s authority to fine both issuers and their~~ shareholders ~~between~~at ~~1 and 10 million RMB for failure to comply with~~ the ~~Trial~~Extraordinary ~~Measures,~~General ~~including failure to comply with filing obligations or committing fraud and misrepresentation~~Meeting.

Currently, we have until June 15, 2025 to consummate an initial business combination, with a monthly extension fee of $35,000.

~~Based~~The onNASDAQ ~~our~~rules ~~understanding~~require ofthat ~~the~~our ~~current~~initial ~~PRC~~business ~~laws~~combination ~~and~~must ~~regulations,~~be ~~our~~with ~~officers~~one ~~and~~or ~~directors~~more ~~and~~target ~~our~~businesses ~~sponsor~~that ~~are~~together ~~not~~have ~~covered~~an ~~by any Chinese~~aggregate ~~requirements~~fair ~~because~~market wevalue ~~are~~equal ato ~~blank~~at ~~check~~least ~~company~~80% ~~and~~of ~~currently~~the ~~does~~balance ~~not have any business~~ in the ~~PRC.~~trust Asaccount of(less ~~the~~any ~~date~~deferred ofunderwriting ~~this~~commissions ~~report, we~~and ~~have~~taxes ~~not~~payable on ~~registered~~interest ~~with~~earned) ~~the~~at ~~CSRC pursuant to~~ the ~~Trial~~time ~~measures~~of orour ~~applied~~signing ora ~~received~~definitive ~~any~~agreement ~~permission~~in orconnection ~~approvals~~with ~~for~~ our initial ~~public~~ ~~offering and our search for an initial~~ business combination ~~target company post-offering~~. If ~~applicable~~our ~~laws, regulations, or~~Board ~~interpretations~~is ~~change~~not ~~and~~able ~~require~~to usindependently ~~and/or~~determine ~~our~~the ~~directors~~fair ~~and~~market ~~officers~~value toof ~~conduct a registration pursuant to~~ the ~~Trial~~target ~~Measures,~~business ~~obtain such permissions~~ or ~~approvals in the future~~businesses, ~~Chinese~~we ~~regulatory~~will ~~agencies~~obtain ~~(a)~~an ~~may~~opinion ~~impose~~from ~~fines and penalties on our officers and directors~~an ~~and~~independent ~~the~~investment ~~majority~~banking ~~shareholder~~firm ofor ~~our~~another ~~sponsor,~~independent ~~and~~firm ~~(b)~~that ~~may~~commonly ~~also~~renders ~~take~~valuation ~~actions~~opinions ~~requiring~~for ~~our directors and officers and~~ the ~~majority~~type ~~shareholder~~ of ~~our~~company ~~sponsor,~~we orare seeking ~~making it advisable~~ to ~~delay~~acquire ~~our~~or ~~potential~~an ~~business~~independent ~~combination~~accounting ~~and~~firm. ~~therefore,~~We wedo ~~may~~not ~~have~~intend to ~~liquidate~~purchase ~~the~~multiple ~~funds held~~businesses in ~~the~~unrelated ~~trust~~industries ~~account (~~in ~~which~~conjunction with ~~case~~ our ~~rights~~initial ~~may~~business ~~be worthless)~~combination. ~~Any~~Additionally, ~~uncertainties~~pursuant ~~and/or~~to ~~negative~~NASDAQ ~~publicity~~rules, ~~regarding~~any ~~such~~initial ~~an approval~~business ~~requirement~~combination ~~could~~must ~~have~~be aapproved ~~material~~by ~~adverse~~a majority ~~effect on the trading price~~ of our ~~securities~~independent directors.

~~The~~We ~~PRC~~anticipate ~~government~~structuring ~~has~~our ~~indicated~~initial ~~its~~business ~~intent~~combination toso ~~intervene~~that the post-transaction company in which our public shareholders own shares will own or ~~influence~~acquire a100% ~~PRC~~of ~~company’s~~the equity interests or assets of the target business ~~operations~~or atbusinesses. ~~any~~We ~~time~~may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to ~~exert~~meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more ~~oversight~~of ~~and~~the ~~control~~outstanding ~~over~~voting ~~offerings~~securities ~~conducted~~of ~~overseas~~the ~~and~~target or ~~foreign~~otherwise ~~investment~~acquires a controlling interest in ~~PRC-based~~the ~~issuers.~~target ~~This~~sufficient ~~could~~for ~~result~~it innot ato ~~material~~be required to register as an investment company ~~change~~under inthe aInvestment ~~PRC~~Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company’s owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business ~~operations~~combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination ~~and/or~~transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the ~~value~~outstanding capital stock of ~~its~~a ~~securities~~target. ~~Additionally~~In this case, ~~governmental~~we would acquire a 100% controlling interest in the target. However, as a result of the issuance ~~and~~of ~~regulatory~~a ~~interference~~substantial number of new shares, our shareholders immediately prior to our initial business combination could ~~significantly~~own ~~limit~~less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or ~~completely~~assets ~~hinder~~of a target business or businesses are owned or acquired by the post-transaction company’s, ~~ability~~the toportion ~~offer~~of such business or ~~continue~~businesses tothat ~~offer~~is owned ~~securities~~or toacquired ~~investors~~is ~~post-~~what will be valued for purposes of the 80% of net assets test. If our initial business combination ~~and~~involves ~~cause~~more than one target business, the 80% of net assets test will be based on the aggregate value of ~~such~~all of the target businesses. If our securities are tonot ~~significantly~~then ~~decline~~listed oron the Nasdaq for whatever reason, we would no longer be ~~worthless~~required to meet the foregoing 80% of net asset test.

~~Statements~~To by the ~~PRC~~extent ~~government~~we ineffect ~~2021~~our ~~have~~initial ~~indicated~~business ancombination ~~intent~~with toa ~~exert~~company ~~more oversight and control over offerings that are conducted overseas and/~~or ~~foreign~~business ~~investments in PRC-based issuers. The PRC has proposed new rules in 2021~~ that ~~would~~may ~~require~~be ~~companies~~financially ~~collecting~~unstable or ~~holding large amounts of data to undergo a cybersecurity review prior to listing~~ in ~~foreign~~its ~~countries,~~early ~~a move that would significantly tighten~~stages ~~oversight~~of ~~over~~development ~~large~~or ~~China-based internet companies. On November 14~~growth, ~~2021,~~we ~~the~~may ~~CAC~~be ~~publicly~~affected ~~solicited~~by ~~comments~~numerous onrisks ~~the~~inherent ~~Regulation~~in onsuch ~~Network Data~~company Security Management (Consultation Draft), which stipulated that data processors that undertake data processing activities using internet networks within China are required to apply for cybersecurity review if they conduct data processing activities that will or ~~may~~ ~~have an impact on China’s national security~~business. ~~The~~Although ~~review~~our ismanagement ~~mandatory~~will ~~if the data processor controls more than 1 million users’~~endeavor ~~personal information and intends~~ to beevaluate ~~listed in a foreign country, or if~~ the ~~data~~risks ~~processor~~inherent ~~seeks to be listed~~ in ~~Hong~~a ~~Kong.~~particular Astarget ~~of the date of this report~~business, ~~the~~we ~~Draft~~cannot ~~Regulation~~assure onyou ~~Network~~that ~~Data~~we ~~Security~~will ~~Management~~properly ~~has~~ascertain not been formally adopted. On December 28, 2021, the CAC, jointly with 12 departments under the State Council, implemented the Measures for Cybersecurity Review, which became effective on February 15, 2022. According to the Measures for Cybersecurity Review, operators of critical information infrastructure purchasing network products and services, and data processors carrying out data processing activities that affect or ~~may~~assess ~~affect~~all ~~China’s national security,~~significant ~~are~~risk ~~required to conduct a cybersecurity review~~factors. Operators, including operators of critical information infrastructure and data processors, who control more than 1 million users’ personal information must report to the Cyber Security Review Office for a cybersecurity review if they intend to be listed in a foreign country.

OnThe ~~June~~time ~~10,~~required ~~2021,~~to ~~the~~select ~~Standing Committee of the PRC National People’s Congress, or SCNPC, promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security~~ and ~~privacy~~evaluate ~~obligations~~a ontarget ~~entities~~business and ~~individuals~~to ~~carrying out~~structure ~~data activities,~~ and ~~introduces~~complete ~~a data classification and hierarchical protection system based on~~ the ~~importance~~proposed ofBusiness ~~data in economic and social development~~Combination, and the ~~degree of harm it will cause to national security, public interests, or legitimate rights and interests~~costs ofassociated ~~individuals or organizations when such data is tampered~~ with, ~~destroyed,~~this ~~leaked~~process, ~~illegally~~are ~~acquired~~not orcurrently ~~used.~~ascertainable ~~The~~with ~~PRC~~any ~~Data~~degree ~~Security Law~~of ~~also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data~~certainty. OnAny ~~August~~costs ~~20,~~incurred ~~2021,~~with ~~the~~respect ~~SCNPC~~to ~~adopted~~ the ~~Personal~~identification and ~~Information~~evaluation ~~Protection Law, which took effect as~~ of ~~November~~a 1,prospective ~~2021. The~~target ~~Personal~~business ~~Information~~with ~~Protection~~which ~~Law includes~~ the ~~basic~~proposed ~~rules~~Business ~~for~~Combination ~~personal~~is ~~information~~not ~~processing,~~ultimately ~~the~~completed ~~rules~~will ~~for cross-border provision~~result ~~of personal information, the rights of individuals~~ in ~~personal~~our ~~information~~incurring ~~processing~~losses ~~activities,~~and ~~the~~will ~~obligations~~reduce ~~of personal information processors, and~~ the ~~responsibilities~~funds ~~for~~we ~~collection,~~can ~~processing,~~use ~~and~~to ~~use~~complete ofanother ~~personal~~business ~~information~~combination.

Summary Information Related to Our Securities, Redemption Rights and Liquidation

We are a Cayman Islands exempted company (company number: 373150) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 50,000,000 ordinary shares, $0.001 par value each. The information provided below is a summary only and we refer you to our prospectus dated as of December 14, 2021 filed with the SEC, our amended and restated memorandum and articles of association and our warrant agreement with Vstock Transfer LLC Company as warrant agent for additional important and material information.

In our initial public offering, we sold units at an offering price of $10.00 and consisting of one ordinary share, one right to receive one-seventh (1/7) of an ordinary share upon the consummation of an initial business combination and one redeemable warrant. Each warrant entitles the holder thereof to purchase one-half of one ordinary share. We will not issue fractional shares in connection with the exercise of the warrants. As a result, a warrant holder must exercise warrants in multiples of two warrants, at a price of $11.50 per full share, subject to adjustment. Each warrant will become exercisable on the later of the completion of an initial business combination and 9 months from December 15, 2021 and will expire five years after the completion of an initial business combination, or earlier upon redemption. Effective January 18, 2022, the component parts of the units began trading separately.

As of December 31, 2024, there were 3,227,664 ordinary shares issued and outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law. Unless specified in the Companies Law, our amended and restated memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders.

~~Based~~As onof ~~our~~December ~~understanding~~31, of2024, ~~currently~~there ~~applicable~~are ~~PRC~~warrants ~~laws~~outstanding ~~and~~to ~~regulations,~~acquire ~~our~~an ~~registered~~aggregate ~~public~~of ~~offering~~5,750,000 inordinary ~~the U~~shares.S. isWe will not ~~subject~~be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless ~~review~~a orregistration ~~prior~~statement ~~approval~~under ofthe Securities Act with respect to the ~~CAC~~ordinary orshares underlying the ~~CSRC,~~warrants is then effective and ~~their~~a prospectus ~~oversight~~relating ~~will~~thereto ~~not~~is ~~impact~~current, subject to the satisfaction of our ~~officers~~obligations ~~and~~described ~~directors~~below orwith ~~their~~respect ~~search~~to registration. No warrant will be exercisable for cash or on a ~~target~~ ~~company.~~cashless ~~Further~~basis, and we ~~currently~~will ~~believe~~not ~~that~~be ~~the~~obligated ~~regulations~~to orissue ~~policies~~any ~~that~~shares ~~have~~to ~~been~~holders ~~issued~~seeking byto exercise ~~the~~their ~~CAC~~warrants, tounless ~~date~~the ~~are~~issuance ~~not~~of ~~applicable to~~the ~~our~~shares ~~officers~~upon ~~and~~such ~~directors.~~exercise ~~However,~~is ~~uncertainties~~registered ~~still~~or ~~exist~~qualified ~~due~~under tothe securities laws of the ~~possibility~~state ~~that~~of ~~laws,~~the ~~regulations~~exercising holder, or ~~policies~~an inexemption is available. In the ~~PRC could~~event ~~change~~that ~~rapidly~~the conditions in the ~~future.~~two ~~Any~~immediately ~~future~~preceding ~~action~~sentences are bynot ~~the~~satisfied ~~PRC~~with ~~government~~respect ~~expanding~~to a warrant, the ~~categories~~holder of ~~industries,~~such ~~persons~~warrant will not be entitled to exercise such warrant and ~~companies~~such warrant ~~whose~~may ~~foreign~~have ~~securities~~no ~~offerings~~value ~~are~~and ~~subject~~expire toworthless. ~~review~~In by the ~~CSRC~~event orthat ~~the~~a ~~CAC~~registration ~~could~~statement ~~significantly~~is ~~limit~~not oreffective ~~completely~~for ~~hinder~~the ~~our~~exercised ~~ability~~warrants, the purchaser toof ~~offer~~a orunit ~~continue~~containing tosuch ~~offer~~warrant ~~securities~~will tohave ~~investors~~paid ~~and~~the ~~could~~full ~~cause~~purchase ~~the~~price ~~value~~for ofthe ~~such~~unit ~~securities~~solely tofor ~~significantly~~the ~~decline~~ordinary orshare beunderlying ~~worthless~~such unit.

~~Since~~Once ~~none of our officers and directors has engaged in data activities or~~ the ~~processing~~warrants ofbecome ~~personal information in China~~exercisable, we ~~believe~~may ~~our officers~~call ~~and directors are in full compliance with~~ the ~~regulations~~warrants ~~and~~for ~~policies~~redemption ~~that~~(including ~~have been issued by~~ the ~~CAC~~private toplacement ~~date.~~warrants Asbut weincluding ~~do not have~~ any ~~specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted~~ ~~any~~outstanding ~~prospective~~warrants ~~target~~issued ~~business~~upon orexercise had any substantive discussions, formal or otherwise, with respect to such a transaction, our initial business combination target company may include a PRC Target Company. It is uncertain whether such PRC Target Company will be involved in the collection of ~~user data, implicate cybersecurity, or involve any other type of restricted industry. Given~~ the ~~PRC~~unit ~~authorities have~~purchase ~~significant~~option ~~discretion~~issued ~~in interpreting and applying the relevant cybersecurity and data laws and regulations, there is a risk that any potential target business of ours may be subject~~ to cybersecurity review or other regulatory actions even though it is not based or located in and does not conduct its principal business operations in China. To avoid such risk, we may avoid completing an initial business combination with such a target business and instead pursue other opportunities, which may limit the ~~pool~~underwriters ~~of attractive targets. As a result, our search for a target company may be adversely affected, which could result in a material change in our operations and/~~or ~~the~~ ~~value~~their ~~of the securities we are registering for sale.~~designees):

~~Trading~~ ● in ~~our~~whole ~~securities~~and ~~may~~not bein ~~prohibited~~part; ~~under~~● ~~the~~at ~~HFCAA~~a ifprice ~~the~~of ~~PCAOB~~$0.01 ~~determines~~per ~~that~~warrant; it● ~~cannot~~upon ~~inspect~~not orless ~~fully~~than ~~investigate~~30 ~~our~~days’ ~~auditor. In~~prior ~~that~~written ~~case,~~notice ~~Nasdaq~~of ~~would~~redemption ~~delist~~(the ~~our~~“30-day ~~securities.~~redemption ~~The~~period”) ~~delisting~~to ofeach ~~our~~warrant ~~securities~~holder; and ● if, orand only if, the ~~threat~~reported last sale price of ~~their~~the ~~being~~ordinary ~~delisted,~~shares ~~may~~equal ~~materially and~~or ~~adversely~~exceed ~~affect~~$18.00 ~~the~~per ~~value~~share of(as ~~your~~adjusted ~~investment.~~for ~~Additionally~~share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the ~~inability~~like) offor any 20 trading days within a 30-trading day period ending on the ~~PCAOB~~third totrading ~~conduct~~day ~~inspections~~prior ~~may~~to ~~deprive~~the ~~our~~date ~~investors of~~we send to the ~~benefits~~notice of ~~such~~redemption ~~inspections~~to the warrant holders.

~~The~~We ~~Holding~~will ~~Foreign~~provide ~~Companies~~our ~~Accountable~~public ~~Act,~~shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the ~~HFCAA,~~completion ~~was~~of our ~~enacted~~initial onbusiness ~~December~~combination ~~18,~~either ~~2020.~~(i) ~~The~~in ~~HFCAA~~connection ~~states~~with ifa shareholder meeting called to approve the ~~SEC~~business ~~determines~~combination; ~~that~~or (ii) by means of a tender offer. The decision as to whether we ~~have~~will ~~filed~~seek ~~audit~~shareholders’ ~~reports~~approval ~~issued~~of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a ~~registered~~variety ~~public~~of ~~accounting~~factors ~~firm~~such ~~that~~as ~~has~~the ~~not~~timing ~~been~~of the ~~subject~~transaction, whether the terms of the transaction would require us to ~~inspection~~seek byshareholders’ approval under the ~~PCAOB~~law ~~for~~or ~~three~~stock exchange ~~consecutive~~listing ~~years~~requirement ~~beginning~~or inwhether ~~2021,~~we ~~the~~were deemed to be a foreign private issuer (which would require that we conduct a tender offer under SEC ~~shall~~rules ~~prohibit~~rather than seeking shareholders’ approval). Under NASDAQ rules, asset acquisitions and stock purchases would not typically require shareholders’ approval while direct mergers with our Company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares (unless we are deemed to be a foreign private issuer at such time) or ~~other~~seek to ~~securities~~amend ~~from~~our ~~being~~amended ~~traded~~and onrestated memorandum and articles of association would require shareholders’ approval. We intend to conduct redemptions without a ~~national~~shareholder ~~securities~~vote pursuant to the tender offer rules of the SEC unless shareholders’ approval are required by law or stock exchange listing requirement or inwe ~~the~~choose ~~over~~to seek shareholders’ approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the ~~counter~~NASDAQ, ~~trading~~we ~~market~~will inbe required to comply with the UNASDAQ rules.S.

~~Our~~We ~~current~~will ~~auditor,~~provide ~~the~~our ~~independent registered~~ public ~~accounting~~shareholders ~~firm~~with ~~that issues~~ the ~~audit~~opportunity ~~report~~to ~~included~~redeem ~~elsewhere~~all inor ~~this~~a ~~report,~~portion ~~as an auditor~~ of ~~companies~~their ~~that~~ordinary ~~are~~shares ~~traded~~upon ~~publicly in~~ the ~~United~~completion ~~States~~of our ~~and~~initial abusiness ~~firm~~combination ~~registered~~at ~~with~~a ~~the~~per-share ~~PCAOB~~price, ispayable ~~subject to laws~~ in ~~the United~~cash, ~~States~~equal ~~pursuant~~ to ~~which~~ the ~~PCAOB~~aggregate ~~conducts~~amount ~~regular~~then ~~inspections~~on todeposit ~~assess~~in ~~its compliance with~~ the ~~applicable~~trust ~~professional standards.~~account ~~However,~~as ifof ittwo isbusiness ~~later~~days ~~determined~~prior ~~that~~to the ~~PCAOB~~consummation ~~is unable to inspect or investigate completely our auditor because~~ of athe ~~position~~initial ~~taken by~~business ~~an authority in a foreign jurisdiction~~combination, ~~Nasdaq would delist our securities,~~ including ~~our~~interest ~~units,~~(which ~~ordinary~~interest ~~shares~~shall ~~and~~be ~~rights, and the~~net ~~SEC~~of ~~would~~taxes ~~prohibit~~payable) ~~them~~divided ~~from~~by ~~being~~the ~~traded~~number onof athen ~~national~~issued ~~securities~~and ~~exchange~~outstanding orpublic inshares, ~~the~~subject ~~over~~to the ~~counter~~limitations ~~trading~~described ~~market in the U~~herein.S. ~~For~~The ~~example,~~amount ~~if we effect our initial business combination with a business located~~ in the ~~PRC~~trust oraccount ~~Hong Kong and if our new auditor~~ is ~~located in~~initially ~~China~~anticipated orto ~~Hong~~be ~~Kong,~~approximately ~~with~~$10.00 ~~operations~~per inpublic ~~and~~share ~~which~~(subject ~~performs~~to ~~audit~~increase ~~operations~~ of ~~registrants~~up into ~~China~~an ~~or Hong Kong, a jurisdiction where~~additional ~~the~~$0.40 ~~PCAOB~~per ~~has~~public ~~been~~share ~~unable~~in ~~to conduct inspections without~~ the ~~approval~~event ofthat ~~the relevant authorities, the work of~~ our ~~new~~sponsor ~~auditor~~elects ~~as it relates~~ to ~~those~~extend ~~operations may not be inspected by~~ the ~~PCAOB~~period ~~(as~~of ~~currently~~time isto ~~the~~consummate ~~case~~a inbusiness ~~China and Hong Kong~~combination). IfThe ~~our securities are~~per-share ~~delisted~~amount ~~and~~we ~~prohibited~~will ~~from~~distribute ~~being~~to ~~traded~~investors onwho aproperly ~~national~~redeem ~~securities~~their ~~exchange~~shares orwill innot ~~the~~be ~~over~~reduced by the ~~counter~~deferred ~~trading~~underwriting ~~market~~commissions we inwill ~~the~~pay ~~U.S. due~~ to the ~~PCAOB~~underwriters. ~~not~~Our ~~being~~Sponsor, ~~able~~officers toand ~~conduct~~directors ~~inspections~~have orentered ~~full~~into ~~investigations~~a ofletter ~~our~~agreement ~~auditor~~with us, itpursuant ~~would~~to ~~substantially~~which they ~~impair~~have ~~your~~agreed ~~ability~~ to ~~sell~~waive ortheir ~~purchase~~redemption ~~our~~rights ~~securities~~with ~~when~~respect ~~you wish~~ to dotheir sofounder shares, ~~and~~private ~~the~~placement ~~risk~~shares and ~~uncertainty~~any ~~associated~~public ~~with potential delisting and prohibition~~shares ~~would~~they ~~have~~may ahold ~~negative~~in ~~impact~~connection onwith the ~~price~~completion of our ~~securities.~~initial ~~Also, such delisting and prohibition could significantly affect our ability to raise capital on acceptable terms, or at all, which would have a material adverse effect on our~~ business, ~~financial condition and prospects~~combination.

OnRedemptions ~~March~~of ~~24,~~our ~~2021,~~public ~~the~~shares ~~SEC~~may ~~adopted~~also ~~interim~~be ~~final~~subject ~~rules relating~~ to ~~the~~a ~~implementation~~higher ofnet ~~certain~~tangible ~~disclosure~~asset ~~and~~test ~~documentation~~or ~~requirements of~~cash ~~the~~requirement ~~HFCAA.~~pursuant Weto ~~will~~an beagreement ~~required~~relating to our ~~comply~~initial ~~with~~business ~~these~~combination. ~~rules~~For ifexample, the ~~SEC~~proposed ~~identifies~~business uscombination asmay ~~having~~require: a(i) ~~“non-inspection”~~cash ~~year~~consideration ~~under a~~to ~~process~~be paid to bethe target ~~subsequently~~or ~~established~~its byowners; ~~the~~(ii) ~~SEC.~~cash Onto ~~June~~be ~~22,~~transferred ~~2021,~~to the ~~U.S.~~target ~~Senate~~for ~~passed~~working acapital ~~bill~~or ~~which,~~other ifgeneral ~~passed~~corporate bypurposes; ~~the~~or ~~U.S.~~(iii) ~~House~~the retention of ~~Representatives~~cash ~~and~~to ~~signed~~satisfy ~~into~~other ~~law,~~conditions ~~would~~in ~~reduce~~accordance with the ~~number~~terms of ~~consecutive~~the ~~non-inspection~~proposed ~~years~~business ~~required~~combination. ~~for~~In ~~triggering~~the event the ~~prohibitions~~aggregate ~~under~~cash ~~the~~consideration ~~HFCAA~~we ~~from~~would ~~three~~be ~~years~~required to ~~two.~~pay Onfor ~~November~~all 5,ordinary ~~2021,~~shares ~~the~~that ~~SEC~~are ~~approved~~validly ~~the~~submitted ~~PCAOB’s~~for ~~Rule~~redemption ~~6100,~~plus ~~Board~~any ~~Determinations~~amount ~~Under~~required ~~the~~to ~~Holding~~satisfy ~~Foreign~~cash ~~Companies~~conditions ~~Accountable~~pursuant ~~Act.~~to ~~Rule~~the ~~6100~~terms ~~provides~~of ~~a framework for~~ the ~~PCAOB~~proposed tobusiness ~~use~~combination ~~when~~exceed ~~determining, as contemplated under~~ the ~~HFCAA,~~aggregate ~~whether~~amount itof iscash ~~unable~~available to us, ~~inspect~~we orwill ~~investigate~~not ~~completely~~complete ~~registered~~the ~~public~~business ~~accounting~~combination ~~firms~~or ~~located~~redeem inany ashares, ~~foreign~~and ~~jurisdiction because~~all ofordinary ashares ~~position~~submitted ~~taken~~for byredemption ~~one~~will orbe ~~more~~returned to ~~authorities~~the inholders ~~that jurisdiction~~thereof.

OnCurrently, ~~December~~we 2have until June 15, ~~2021~~2025 to consummate an initial business combination. If we are unable to complete our initial business combination by June 15, 2025, we will: (i) cease all operations except for the ~~SEC~~purpose ~~issued~~of ~~amendments~~winding toup; ~~finalize~~(ii) ~~rules~~as ~~implementing~~promptly as reasonably possible but not more than ten business days thereafter, redeem the ~~submission~~public ~~and~~shares, ~~disclosure~~at ~~requirements~~a per-share price, payable in cash, equal to the ~~HFCAA.~~aggregate ~~The~~amount ~~rules~~then ~~apply~~on deposit in the trust account, including interest (less up to ~~registrants~~$50,000 ~~that~~of ~~the~~interest ~~SEC~~to ~~identifies~~pay asdissolution ~~having~~expenses ~~filed~~(which aninterest shall ~~annual~~be ~~report~~net ~~with~~of antaxes ~~audit~~payable) ~~report~~divided by the number of then issued byand aoutstanding ~~registered~~public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject ~~accounting~~to ~~firm~~the ~~that~~applicable islaws; ~~located~~and in(iii) aas ~~foreign~~promptly ~~jurisdiction~~as reasonably possible following such redemption, subject to the approval of our remaining shareholders and ~~that~~our ~~PCAOB~~Board, isliquidate ~~unable~~and dissolve, subject in each case to ~~inspect~~our orobligations ~~investigate~~under ~~completely~~Cayman ~~because~~Islands law to provide for claims of acreditors and the requirements of other applicable laws. There will be no redemption rights or liquidating distributions with respect ~~position~~to ~~taken~~our byrights anand ~~authority~~warrants, inwhich awill ~~foreign~~expire ~~jurisdiction~~worthless if we fail to complete our initial business combination by June 15, 2025.

OnCorporate August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in China and Hong Kong, consistent with the HFCAA, and providing that the PCAOB will be required to reassess its determinations by the end of 2022. The HFCAA and related regulations currently do not affect us as our auditor is subject to PCAOB’s inspections and investigations.Information

~~The~~We ~~SEC~~are ~~may~~an ~~propose~~“emerging ~~additional~~growth ~~rules~~company,” oras ~~guidance~~defined ~~that~~in ~~could~~Section ~~impact~~2(a) usof ifthe ~~our~~Securities ~~auditor~~Act isof ~~not~~1933, ~~subject~~as toamended, ~~PCAOB~~or ~~inspection.~~the ~~For example~~Securities Act, ~~on August~~as 6,modified ~~2020,~~by the ~~President’s~~Jumpstart ~~Working~~Our ~~Group~~Business onStartups ~~Financial~~Act ~~Markets~~of 2012, or the ~~PWG~~JOBS Act. As such, ~~issued~~we ~~the~~are ~~Report~~eligible onto ~~Protecting~~take ~~United~~advantage ~~States~~of ~~Investors~~certain exemptions from ~~Significant~~various ~~Risks~~reporting ~~from~~requirements ~~Chinese~~that ~~Companies~~are applicable to ~~the~~other ~~then~~public ~~President~~companies ofthat ~~the~~are ~~United~~not ~~States.~~“emerging ~~This~~growth ~~report~~companies”, including ~~recommended~~but ~~the~~not ~~SEC~~limited ~~implement~~to, ~~five recommendations~~not being required to ~~address~~comply ~~companies~~with ~~from~~the ~~jurisdictions~~auditor ~~that~~attestation dorequirements ~~not~~of ~~provide~~Section 404 of the ~~PCAOB~~Sarbanes-Oxley Act ~~with~~of ~~sufficient~~2002, ~~access~~or tothe ~~fulfill~~Sarbanes-Oxley ~~its~~Act, ~~statutory mandate.~~reduced ~~Some~~disclosure ofobligations ~~the~~regarding ~~concepts~~executive ofcompensation ~~these~~in ~~recommendations~~our ~~were~~periodic ~~implemented~~reports ~~with~~and proxy statements, and exemptions from the ~~enactment~~requirements of ~~the~~holding ~~HFCAA.~~a ~~However,~~non-binding ~~some~~advisory ofvote ~~the~~on ~~recommendations~~executive compensation and shareholder approval ~~were~~of ~~more~~any ~~stringent~~golden ~~than~~parachute ~~the~~payments ~~HFCAA~~not previously approved. ~~For~~If ~~example,~~some ifinvestors afind ~~company~~our ~~was~~securities ~~not~~less ~~subject~~attractive toas ~~PCAOB~~a ~~inspection~~result, ~~the~~there ~~report~~may be ~~recommended~~a ~~that~~less ~~the~~active ~~transition period~~trading ~~before~~market afor ~~company~~our ~~would~~securities beand ~~delisted~~the ~~would~~prices ~~end~~of onour ~~January~~securities 1,may ~~2022~~be more volatile.

~~The~~In ~~SEC~~addition, ~~has~~Section ~~announced~~107 ~~that~~of the ~~SEC~~JOBS ~~staff~~Act isalso ~~preparing~~provides athat ~~consolidated~~an ~~proposal~~“emerging ~~for~~growth ~~the~~company” ~~rules~~can ~~regarding~~take ~~the~~advantage ~~implementation~~ of the ~~HFCAA and~~extended totransition ~~address~~period ~~the~~provided ~~recommendations~~ in ~~the~~Section ~~PWG~~7(a)(2)(B) ~~report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any,~~ of the ~~PWG~~Securities ~~recommendations~~Act ~~will~~for becomplying ~~adopted.~~with ~~The~~new ~~SEC has also announced amendments to various annual report forms to accommodate the certification and disclosure requirements of the HFCAA. There could be additional regulatory~~ or ~~legislative requirements~~revised oraccounting ~~guidance that could impact us if our auditor is not subject to PCAOB inspection~~standards. ~~The~~In ~~implications of these possible regulations,~~other ~~in addition to the requirements of the HFCAA~~words, ~~are~~an ~~uncertain,~~“emerging ~~and~~growth ~~such~~company” ~~uncertainty~~can ~~could~~delay ~~cause~~ the ~~market~~adoption ~~price~~ of ~~our~~certain ~~securities~~accounting tostandards ~~be materially~~until ~~and~~those ~~adversely~~standards ~~affected. If, for whatever reason, the PCAOB is unable to conduct inspections or full investigations of our auditor, we could be delisted or prohibited from being traded over the counter earlier than~~ would ~~be required by the HFCAA. If our securities~~otherwise ~~are~~apply ~~unable~~ to beprivate ~~listed~~companies. onWe ~~another~~intend ~~securities exchange by then, such delisting and prohibition would substantially impair your ability~~ to ~~sell~~take oradvantage ~~purchase~~of ~~our securities when you wish to do so, and~~ the ~~risk~~benefits ~~and uncertainty associated with potential delisting and prohibition would have a negative impact on the price~~ of ~~our~~this ~~securities.~~extended ~~Also,~~transition such delisting and prohibition could significantly affect our ability to raise capital on acceptable terms, or at all, which would have a material adverse effect on our business, financial condition and prospectsperiod.

~~Inspections~~We ofwill ~~audit~~remain ~~firms~~an ~~that~~emerging ~~the~~growth ~~PCAOB~~company ~~has~~until ~~conducted~~the ~~have~~earlier ~~identified~~of ~~deficiencies~~(1) inthe ~~those~~last ~~firms’~~day ~~audit procedures and quality control procedures, which may be addressed as part~~ of the ~~inspection~~fiscal ~~process~~year tofollowing ~~improve future audit quality. If~~ the ~~PCAOB~~fifth ~~were~~anniversary ~~unable~~of ~~to conduct inspections~~the orcompletion ~~full investigations~~ of our ~~auditor~~initial public offering, ~~investors~~(b) in ~~our~~which ~~securities~~we ~~would~~have betotal ~~deprived~~annual ofgross ~~the~~revenue ~~benefits~~ of ~~such~~at ~~PCAOB~~least ~~inspections~~$1.235 ~~In addition~~billion, ~~the~~ ~~inability~~or of(c) ~~the~~in ~~PCAOB~~which we toare ~~conduct~~deemed ~~inspections~~to orbe ~~full~~a ~~investigations~~large ofaccelerated ~~auditors~~filer, ~~would~~which ~~may~~means ~~make~~the itmarket ~~more~~value ~~difficult to evaluate the effectiveness~~ of our ~~independent~~ordinary ~~registered~~shares ~~public~~that ~~accounting~~is ~~firm’s~~held ~~audit~~by ~~procedures~~non-affiliates orexceeds $700 ~~quality~~million ~~control procedures~~ as ~~compared to~~of ~~auditors~~the ~~that~~prior ~~are~~June ~~subject~~30th; toand (2) the ~~PCAOB~~date ~~inspections,~~on which ~~could~~we ~~cause~~have ~~investors~~issued ~~and~~more ~~potential~~than ~~investors~~$1.0 billion in ~~our~~non-convertible debt ~~stock~~securities toduring ~~lose confidence in~~ the ~~audit~~prior ~~procedures~~three-year ofperiod. ~~our~~References ~~auditor~~herein ~~and~~to ~~reported~~“emerging ~~financial~~growth ~~information~~company” ~~and~~shall have the ~~quality~~meaning associated ofwith ~~our~~it ~~financial~~in ~~statements~~the JOBS Act.

U.Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take ~~laws~~advantage ~~and~~of ~~regulations~~certain reduced disclosure obligations, including, ~~the~~among ~~HFCAA~~other ~~and AHFCAA~~things, ~~may~~providing ~~restrict~~only ortwo ~~eliminate~~years ~~our~~of ~~ability~~audited tofinancial ~~complete~~statements. We will remain a ~~business~~smaller ~~combination~~reporting ~~with~~company ~~certain companies,~~until ~~particularly~~the ~~those~~last ~~acquisition~~day ~~candidates~~of ~~with~~the ~~substantial~~fiscal ~~operations~~year in ~~China~~which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th; or ~~Hong~~(2) ~~Kong~~our annual revenues exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th.

~~The~~We ~~AHFCAA~~are ~~was enacted on December 23, 2022. The AHFCAA states that if the SEC determines that an issuer has filed audit reports issued by~~ a ~~registered~~Cayman ~~public~~Islands ~~accounting~~exempted ~~firm~~company ~~that~~incorporated ~~has~~on ~~not~~March ~~been~~11, ~~subject~~2021. toOur ~~inspection~~executive byoffices ~~the~~are ~~PCAOB~~located ~~for~~at ~~two~~100 ~~consecutive~~Church ~~years~~Street, ~~the~~8th ~~SEC shall prohibit~~Floor, ~~the~~New ~~securities~~York, ofNY ~~the~~10007, ~~issuer~~and ~~from~~our ~~being~~telephone ~~traded~~number onis a(332) ~~national~~233 ~~securities exchange or in the over-the-counter trading market in the United States~~4356.

~~Our~~The ~~independent~~fact ~~registered~~that ~~public~~our ~~accounting~~Sponsor ~~firm~~is, ~~issued~~controlled anby, ~~audit~~and ~~opinion~~has onsubstantial ~~the~~ties ~~financial statements included in this report filed~~ with ~~the~~ ~~SEC. As an auditor of companies that are traded publicly in the United States and~~ a ~~firm~~non-U.S. ~~registered~~person ~~with~~could ~~the~~impact ~~PCAOB,~~ our ~~auditor~~ability ~~is required by the laws of the United States~~ to ~~undergo~~complete ~~regular~~our ~~inspections~~initial business ~~by the PCAOB~~combination.

~~Our~~Although ~~auditor~~we isintend ~~headquartered~~to incomplete ~~Irvine~~the proposed Business Combination with XDATA, ~~California~~nonetheless, if we failed to consummate the proposed Business Combination and ~~has~~instead ~~been~~seek ~~inspected~~another initial business combination, we may not be able to complete an initial business combination if it is with a U.S. target company given that such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government agency such as the ~~PCAOB~~Committee on aForeign ~~regular~~Investment ~~basis~~in the United States (CFIUS), or ultimately prohibited.

~~Inspections~~Our Sponsor, A-Star Management Corp., is controlled by our Chairman and Chief Executive Officer Mr. Zhe Zhang, who is a PRC citizen. Our Sponsor currently owns approximately 99.3% of ~~certain~~our ~~other~~outstanding ~~firms~~shares. Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the ~~PCAOB~~United ~~has~~States ~~conducted~~by ~~outside~~foreign persons in order to determine the effect of ~~China~~such ~~have~~transactions ~~identified~~on ~~deficiencies~~the innational ~~those~~security ~~firms’~~of ~~audit~~the ~~procedures~~United States. Because we may be considered a “foreign ~~and~~person” ~~quality~~under ~~control~~such ~~procedures~~rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security, we could be ~~addressed~~subject asto ~~part~~such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS review was expanded by the ~~inspection~~Foreign ~~process~~Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to ~~improve~~include ~~future~~certain non-passive, ~~audit~~non-controlling ~~quality~~investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our initial business combination with any potential target company falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such business. In addition, if our business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.

~~In addition~~Moreover, the asprocess ~~part~~ of agovernment ~~continued~~review, ~~regulatory~~whether ~~focus in the United States on access to audit and other information currently protected~~ by ~~national~~ ~~law,~~CFIUS inor ~~particular China’s~~otherwise, incould ~~June~~be ~~2019,~~lengthy. aBecause ~~bipartisan~~we ~~group~~have ofonly ~~lawmakers introduced bills in both houses of Congress that would require the SEC to maintain~~ a ~~list~~limited oftime ~~issuers for which the PCAOB is not able~~ to ~~inspect~~complete ~~or investigate an auditor report~~the ~~issued~~initial bybusiness acombination, ~~foreign public accounting firm. The Ensuring Quality Information and Transparency for Abroad-Based Listings on~~ our ~~Exchanges (EQUITABLE)~~failure ~~Act~~to ~~prescribes~~obtain ~~increased~~any ~~disclosure~~required ~~requirements~~approvals ~~for~~within ~~such issuers and, beginning in 2025,~~ the ~~delisting~~requisite ~~from~~time ~~national~~period ~~securities exchanges~~may ~~such~~subject asus ~~Nasdaq~~to ~~of issuers included for three consecutive years on the SEC’s list~~liquidate. If Onwe ~~May 20~~liquidate, ~~2020,~~our ~~the~~public ~~U.S.~~shareholders ~~Senate~~may ~~passed S.~~only ~~945,~~receive the ~~HFCAA.~~cash ~~The~~held ~~HFCAA~~in ~~was approved by~~ the ~~U.S.~~trust ~~House of Representatives on December 2~~account, ~~2020.~~and Onour ~~December~~warrants ~~18,~~and ~~2020,~~rights ~~the~~will ~~former~~expire Uworthless.S. ~~president~~This ~~signed~~will ~~into~~also ~~law~~cause ~~the~~you ~~HFCAA. In essence, the HFCAA requires the SEC~~ to ~~prohibit~~lose ~~foreign~~any ~~companies~~potential ~~from~~investment ~~listing~~opportunity ~~securities on~~in ~~U.S. securities exchanges if~~ a target company ~~retains~~and ~~a foreign accounting firm that cannot be inspected by~~ the ~~PCAOB~~chance ~~for~~of ~~three~~realizing ~~consecutive~~future ~~years,~~gains ~~beginning~~on inyour ~~2021.~~investment ~~The~~through ~~enactment of the HFCAA and~~ any ~~additional~~price ~~rulemaking~~appreciation ~~efforts~~in ~~to increase U.S. regulatory access to audit information could cause investor uncertainty for affected issuers, and~~ the ~~market~~combined ~~price of affected issuers’ securities could be adversely affected~~company.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. We will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an identical provision to the AHFCAA and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before that issuer’s securities may be prohibited from being trading or be delisted. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction.

OnItem December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by mainland China and Hong Kong authorities in those jurisdictions, and identified the registered public accounting firms in mainland China and Hong Kong that are subject to such determinations1A. ~~The~~Risk PCAOB has made such designations as mandated under the HFCAA. Pursuant to each annual determination by the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected audit firms and thus are at risk of such suspensions in the future. The auditor of the Company, UHY LLP, is not among the auditor firms listed on the determination list issued by the PCAOB, which notes all of the auditor firms that the PCAOB is not able to inspect. Our auditor is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination.Factors

OnAn ~~August~~investment ~~26,~~in ~~2022,~~our ~~the~~securities ~~PCAOB~~involves ~~signed~~ a ~~Statement~~high degree of ~~Protocol~~risk. ~~with~~You ~~the~~should ~~CSRC~~consider ~~and~~carefully all of the ~~Ministry~~risks ofdescribed ~~Finance~~below, oftogether with all other information contained in this Annual Report, including the ~~PRC~~consolidated ~~governing~~financial ~~inspections and~~statements, ~~investigations~~before ofmaking ~~audit~~a ~~firms~~decision to ~~based~~invest in ~~China~~our securities. This Annual Report contains forward looking statements that involve risks and ~~Hong~~uncertainties. ~~Kong,~~If ~~consistent~~any ~~with~~of the following ~~HFCAA~~events occur, ~~and~~our ~~providing~~business, ~~that~~financial ~~the~~condition ~~PCAOB~~and ~~will~~operating results may be ~~required~~materially adversely affected and could differ tomaterially ~~reassess~~from ~~its~~those ~~determinations~~anticipated byin the ~~end~~forward-looking ~~of 2022~~statements. ~~The~~In ~~HFCAA~~that ~~and~~event, ~~related~~the ~~regulations~~trading ~~currently~~price doof ~~not~~our ~~affect~~securities ~~our~~could ~~company~~decline, and asyou ~~our~~could ~~auditor is~~lose ~~subject~~all toor ~~PCAOB’s~~part ~~inspections~~of ~~and~~your ~~investigations~~investment.

OnAlthough ~~December~~we ~~15,~~have ~~2022,~~entered into the ~~PCAOB~~Business ~~Board~~Combination ~~determined~~Agreement ~~that~~and ~~the~~currently ~~PCAOB~~intend ~~was able~~ to ~~secure~~consummate ~~complete~~our ~~access~~Initial toBusiness ~~inspect~~Combination ~~and~~with ~~investigate~~OU ~~registered~~XDATA ~~public~~GROUP ~~accounting~~(“XDATA”), ~~firms~~we ~~headquartered~~have innot ~~mainland~~yet ~~China~~consummated ~~and~~the ~~Hong~~proposed ~~Kong~~Business ~~and~~Combination. ~~voted~~As toa ~~vacate~~smaller ~~its~~reporting ~~previous~~company, ~~determinations~~we are not required to ~~the~~include ~~contrary~~risk factors in this Annual Report. ~~However~~ Nonetheless, ~~should~~we ~~PRC~~have ~~authorities~~listed ~~obstruct~~out orvarious ~~otherwise~~risks ~~fail~~as toset ~~facilitate~~forth ~~the~~below ~~PCAOB’s~~that ~~access~~are inrelevant to the ~~future~~consummation of our proposed Business Combination with XDATA, ~~the~~and ~~PCAOB~~certain ~~Board~~risks will be relevant if, for any reason, we do not ~~consider~~consummate ~~the~~our ~~need~~proposed business combination with XDATA and are required to ~~issue~~seek a new ~~determination~~target business with which to consummate our initial business combination. You should therefore carefully consider all of the risks described below, despite the fact that we currently intend to consummate our Initial Business Combination with XDATA.

OnRisks ~~December~~Relating ~~29,~~to ~~2022,~~Our ~~the~~Search ~~Consolidated~~for ~~Appropriations~~and ~~Act~~Consummation ~~was signed into law by President Biden~~of, ~~which~~or ~~contained,~~Inability ~~among other things, an identical provision~~ to ~~the~~Consummate ~~AHFCAA~~a ~~and~~Business amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.Combination

~~The~~Our ~~HFCAA~~public ~~and~~shareholders ~~AHFCAA~~may ~~would~~not ~~restrict~~be ~~our~~afforded ~~ability~~an opportunity to ~~consummate~~vote aon ~~business~~our ~~combination~~initial ~~with a target~~ business ~~unless that business met certain standards of the PCAOB~~combination, ~~and~~which ~~would~~means ~~require~~we ~~delisting~~may ofcomplete aour ~~company from U.S. national securities exchanges if the PCAOB is unable to inspect~~initial ~~its~~business ~~public~~combination ~~accounting~~even ~~firm~~though ~~for~~a ~~three~~majority ~~consecutive~~of ~~years.~~our ~~The HFCAA also requires~~ public ~~companies~~shareholders todo ~~disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those based in China. We may~~ not besupport ~~able~~such ~~to consummate~~ a ~~business~~ combination ~~with a favorable target business due to these laws~~.

InAlthough ~~the~~we ~~event~~currently ~~that~~intend weto ~~complete~~hold a ~~business~~shareholder ~~combination~~vote ~~with~~to aapprove ~~company~~our proposed Business Combination with ~~substantial~~XDATA, ~~operations~~we may, in ~~China~~certain orcircumstances, choose ~~Hong~~not ~~Kong~~to ~~and~~hold ifa ~~the~~shareholder ~~PCAOB~~vote ~~is not~~to ~~able~~approve toanother ~~fully~~proposed ~~conduct~~initial ~~inspections~~business ofcombination or(if ~~fully~~any) ~~investigate~~unless ~~our~~that ~~auditor~~business combination would require shareholders’s ~~work~~approval ~~papers~~under inapplicable ~~China~~law or ~~Hong~~stock ~~Kong~~exchange orlisting isrequirements. ~~not~~For ~~able~~instance, toNasdaq rules currently ~~inspect~~allow orus ~~investigate~~to ~~the~~engage ~~work~~in ~~papers~~a oftender ~~the~~offer ~~auditor~~in lieu of a ~~company~~shareholder wemeeting, ~~may~~but ~~target~~would ~~for~~still anrequire ~~initial~~us ~~business~~to ~~combination,~~obtain itshareholders’ ~~could cause~~approval usif towe ~~fail~~were seeking to beissue more than 20% of our outstanding shares as consideration in ~~compliance~~any ~~with~~business Ucombination.S. ~~securities~~Except ~~laws~~as ~~and~~required by ~~regulations~~applicable law or stock exchange rules, wethe ~~could~~decision ~~cease~~as to bewhether ~~listed~~we onwill aseek ~~U.S.~~stockholders’ ~~securities~~approval ~~exchange,~~of a proposed business ~~and~~combination ~~U.S.~~(including ~~trading~~the ofproposed ~~our~~business combination with XDATA) or will allow public shareholders to sell their shares ~~could~~to beus ~~prohibited~~in a ~~under~~tender ~~the~~offer ~~HFCAA.~~will ~~Any~~be ofmade ~~these~~by ~~actions~~us, orsolely ~~uncertainties~~ in our discretion, and will be based on a variety of factors, such as the ~~market~~timing ~~about~~of the ~~possibility~~transaction ofand ~~such~~whether ~~actions,~~the ~~could~~terms ~~adversely~~of ~~affect~~the ~~our~~transaction ~~prospects~~would otherwise require us to ~~successfully~~seek shareholders’ approval. Accordingly, we may complete our ainitial business combination ~~with~~even aif ~~China~~holders orof ~~Hong~~a ~~Kong-based company,~~majority of our ~~access~~public toshares ~~the~~do ~~U.S.~~not ~~capital~~approve ~~markets~~of ~~and~~ the ~~price~~initial ofbusiness ~~our~~combination we ~~shares~~complete.

Future developments in respect of increase 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.

~~Our~~The ~~initial~~ability ~~business~~of ~~combination~~our ~~may~~public beshareholders ~~subject~~ to aredeem ~~variety~~their ofshares ~~PRC~~for ~~laws~~cash ~~and~~may ~~regulations~~make ~~regarding~~our ~~cybersecurity~~financial ~~and~~condition ~~data~~unattractive ~~protection~~to ~~and~~potential business wecombination ~~may~~targets, ~~have~~which tomay ~~spend~~make ~~additional~~it ~~resources~~difficult ~~and~~for ~~incur~~us ~~additional time~~ to ~~complete~~enter ~~any~~into ~~such~~an initial business combination orwith bea ~~prevented from pursuing certain investment opportunities~~target.

~~Our~~Although ~~initial~~the ~~business~~Business ~~combination~~Combination ~~may~~Agreement bewith ~~subject~~XDATA todoes ~~PRC~~not ~~laws~~include ~~relating~~a tominimum ~~the~~cash ~~collection~~condition, ~~use,~~if ~~sharing,~~we ~~retention,~~do ~~security,~~not ~~and~~complete ~~transfer~~the ofproposed business ~~confidential~~combination, ~~and~~we ~~private~~may ~~information,~~seek ~~such~~to enter into an initial business combination agreement with a prospective target that requires as ~~personal~~a ~~information~~closing condition ~~and~~that ~~other~~we ~~data~~have a minimum net worth or a certain amount of cash. ~~These~~If ~~laws~~too ~~continue~~many toof ~~develop,~~our ~~and~~remaining ~~the~~public ~~PRC~~shareholders ~~government~~exercise their ~~may~~redemption ~~adopt~~rights, ~~other~~we ~~rules~~would not be able to meet such closing condition and, ~~restrictions~~as ina ~~the~~result, ~~future~~would not be able to proceed with such initial business combination. ~~Non-compliance~~Prospective ~~could~~targets ~~result~~will inbe ~~penalties~~aware orof ~~other~~these ~~significant~~risks ~~legal~~and, thus, ~~liabilities~~may be reluctant to enter into an initial business combination transaction with us.

~~For~~The ~~instance,~~ability ~~various regulatory bodies in China, including the Cybersecurity Administration Committee, or the CAC, the Ministry~~ of ~~Public Security~~our ~~and~~public ~~the~~shareholders ~~State~~to ~~Administration~~exercise ~~for~~redemption ~~Market~~rights ~~Regulation, have enforced data privacy and protection laws and regulations~~ with ~~varying and~~respect ~~evolving standards and interpretations. In April 2020, the PRC government promulgated the Cybersecurity Review Measures, which came into effect on June 1, 2020. Pursuant~~ to ~~the Cybersecurity Review Measures, operators of critical information infrastructure must pass~~ a ~~cybersecurity~~large ~~review~~number ~~when purchasing network products and services which do or may affect national security. On November 14, 2021, the Cyberspace Administration~~ of ~~China~~our ~~publicly~~shares solicited comments on the Regulation on Network Data Security Management (Consultation Draft), which stipulates that a data processor that undertakes data processing activities using Internet networks within China shall apply for a cybersecurity review if it conducts data processing activities that will or may ~~have~~not anallow ~~impact~~us ~~on national security. The review is mandatory if the data processor controls more than one million users’ personal information and intends~~ to ~~be listed in~~complete ~~a foreign country, or if~~ the ~~data~~most ~~processor~~desirable ~~that~~business ~~will~~combination or ~~may~~optimize ~~impact~~our ~~national~~capital ~~security seeks to be listed in Hong Kong~~structure. As of the date of this report, the Draft Regulation on Network Data Security Management has not been formally adopted. On December 28, 2021, the Cyberspace Administration of China, jointly with 12 departments under the State Council, promulgated the Measures for Cybersecurity Review, which became effective on February 15, 2022. According to the Measures for Cybersecurity Review, operators of critical information infrastructure purchasing network products and services, and data processors carrying out data processing activities that affect or may affect national security, shall be subject to a cyber security review.

AnAt the time we entered into the Business Combination ~~operator~~Agreement with XDATA for our Initial Business Combination, ~~including~~or ~~operators~~other ofpotential ~~critical~~target ~~information~~business ~~infrastructure~~that we may pursue if we fail to consummate the Business Combination with XDATA, we would not know how many shareholders may exercise their redemption rights and, ~~data~~therefore, ~~processors~~we will need to structure the transaction based on our expectations as to the number of shares that ~~control~~will ~~more~~be ~~than~~submitted ~~one~~for ~~million~~redemption. ~~users’~~If ~~personal~~our ~~information~~initial ~~must~~business ~~report~~combination agreement requires us to use a portion of the ~~Cyber~~cash ~~Security~~in ~~Review~~the ~~Office~~trust ~~for~~account to pay the purchase price, or requires us to have a ~~cybersecurity~~minimum ~~review~~amount ifof ~~they~~cash ~~intend~~at closing, we will need to bereserve ~~listed~~a portion of the cash in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a ~~foreign~~larger number of shares is submitted for redemption than we initially ~~country~~expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

~~Certain~~The ~~internet~~ability ~~platforms~~of inour ~~China~~public ~~have~~shareholders ~~been reportedly subject~~ to ~~heightened~~exercise ~~regulatory~~redemption ~~scrutiny~~rights inwith ~~relation~~respect to ~~cybersecurity~~a ~~matters.~~large Asnumber of ~~the~~ ~~date~~our ofshares ~~this~~could ~~report,~~increase wethe ~~have not been informed by any PRC governmental authority of any requirement~~ probability that ~~we file for a cybersecurity review. As a result, it will not affect~~ our ~~process~~initial ~~of searching for a~~ business combination ~~target~~would ~~until~~be ~~there~~unsuccessful ~~is further certainty in the interpretation~~ and ~~enforcement~~that ofyou ~~relevant~~would ~~PRC~~have ~~cybersecurity laws and regulations. However, if we or the combined company following a business combination are deemed~~ to bewait afor ~~critical~~liquidation ~~information infrastructure operator or a company that is engaged~~ in ~~data~~order ~~processing and holds personal information of more than one million users, we could be subject~~ to aredeem ~~PRC~~your ~~cybersecurity review~~shares.

AsIf ~~there~~our ~~remains~~initial ~~significant~~business ~~uncertainty~~combination inagreement ~~the~~requires ~~interpretation~~us ~~and~~to ~~enforcement~~use ofa ~~relevant~~portion ~~PRC~~of ~~cybersecurity~~the ~~laws~~cash ~~and~~in ~~regulations, we or~~ the ~~combined~~trust ~~company~~account ~~following a business combination could be subject~~ to ~~cybersecurity~~pay ~~review,~~the ~~and~~purchase ~~if so~~price, ~~it is uncertain whether we~~or ~~can~~requires ~~or how long it will take~~ us to ~~obtain~~have ~~such~~a ~~approval~~minimum oramount ~~complete~~of ~~such~~cash ~~procedures.~~at ~~Also~~closing, ~~any~~the ~~such~~probability ~~approval~~that ~~could~~our beinitial ~~rescinded~~business ~~and~~combination ~~we may~~would ~~not~~ be ~~able~~unsuccessful increases. toIf ~~pass~~our ~~such~~initial ~~review~~business incombination ~~relation~~is tounsuccessful, ~~our~~you ~~search~~would ~~for~~not areceive ~~business~~your ~~combination~~pro ~~target,~~rata orportion aof ~~business~~the ~~combination.~~trust Inaccount ~~addition,~~until we ~~could~~liquidate ~~become~~the ~~subject~~trust toaccount. ~~enhanced~~If ~~cybersecurity~~you ~~review~~are orin ~~investigations~~need ~~launched~~of byimmediate ~~PRC~~liquidity, ~~regulators~~you incould ~~the~~attempt ~~future.~~to ~~Any~~sell ~~failure~~your orshares ~~delay~~ in the ~~completion~~open ofmarket; however, ~~the~~at ~~cybersecurity~~such ~~review~~time ~~procedures~~our orshares ~~any~~may ~~other~~trade ~~non-compliance~~at ~~with~~a discount to the ~~related~~pro ~~laws~~rata ~~and~~amount ~~regulations~~per ~~may~~share ~~result~~ in ~~fines~~the ortrust ~~other~~account. ~~penalties,~~In ~~including~~either ~~suspension~~situation, you ofmay ~~business,~~suffer ~~website~~a ~~closure,~~material ~~and~~loss ~~revocation~~on ofyour ~~licenses,~~investment asor ~~well~~lose asthe ~~reputational~~benefit ~~damage or~~of ~~legal~~funds ~~proceedings~~expected orin ~~actions,~~connection ~~which~~with ~~may~~our ~~have~~redemption auntil ~~material~~we ~~adverse~~liquidate or ~~effect~~you onare ~~our~~able ~~business,~~to ~~financial~~sell ~~condition~~your orshares ~~results~~in ofthe ~~operations~~open market.

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

Any potential target business with which we enter into negotiations concerning an initial business combination will be aware that we must complete our initial business combination within 36 months from the closing of our initial public offering or seek a shareholders’ approval on the extension of such period. Consequently, such target business may obtain leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

OnWe ~~June~~may ~~10,~~not ~~2021,~~be ~~the~~able ~~Standing~~to ~~Committee~~complete ofour ~~the~~Initial ~~PRC~~Business ~~National~~Combination ~~People’s~~within ~~Congress, or SCNPC, promulgated~~ the ~~PRC~~prescribed ~~Data~~time ~~Security Law~~frame, ~~which took effect~~ in ~~September~~which ~~2021.~~case ~~The~~we ~~PRC~~would ~~Data~~cease ~~Security~~all ~~Law imposes data security and privacy obligations on entities and individuals carrying~~operations ~~out~~except ~~data~~for ~~activities, and introduces a data classification and hierarchical protection system based on~~ the ~~importance~~purpose of ~~data~~winding inup ~~economic~~ and ~~social~~we ~~development,~~would ~~and~~redeem ~~the~~our ~~degree of harm it will cause to national security,~~ public ~~interests,~~shares ~~or legitimate rights~~ and ~~interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used~~liquidate. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data. On August 20, 2021, the SCNPC adopted the Personal Information Protection Law, which became effective as of November 1, 2021. The Personal Information Protection Law includes the basic rules for personal information processing, the rules for cross-border provision of personal information, the rights of individuals in personal information processing activities, the obligations of personal information processors, and the legal responsibilities for illegal collection, processing, and use of personal information.

~~These~~We ~~rules~~may ~~could~~not ~~result~~be inable usto ~~not~~complete ~~being~~the ~~able~~Initial toBusiness ~~acquire~~Combination with XDATA or find a ~~potential~~suitable target inbusiness ~~the~~and ~~PRC,~~consummate oranother ~~our~~initial business ~~using~~combination within the prescribed time ~~and~~frame. ~~working~~Our ~~capital~~ability to ~~pursue~~complete athe ~~transaction~~Initial Business Combination with XDATA or another ~~that~~initial ~~cannot~~business combination may be ~~completed~~negatively ~~because~~impacted ofby general market conditions, volatility in the ~~actions~~capital ofand ~~regulators~~debt markets and the other risks described herein.

AsCurrently, we have until June 15, 2025 to consummate an initial business ~~uncertainties~~combination. ~~remain~~If we ~~regarding~~have ~~the~~not ~~interpretation~~consummated ~~and~~an ~~implementation~~initial ofbusiness ~~these~~combination ~~laws~~within ~~and~~such ~~regulations~~applicable time period, we ~~cannot~~will: ~~assure~~(i) ~~you~~cease ~~that~~all weoperations orexcept for the ~~combined~~ ~~company~~purpose ~~following~~of awinding up; (ii) as promptly as reasonably possible but not more than ten business ~~combination~~days ~~will~~thereafter, ~~comply~~redeem ~~with~~the ~~such~~public shares, ~~regulations~~at a per-share price, payable in ~~all~~cash, ~~respects~~equal ~~and~~to wethe oraggregate amount then on deposit in the ~~combined~~trust ~~company~~account, ~~following~~including interest aearned ~~business~~on ~~combination~~the ~~may~~funds beheld ~~ordered~~in tothe ~~rectify~~trust oraccount ~~terminate~~(less ~~any~~taxes ~~actions~~payable ~~that~~and ~~are~~up ~~deemed~~to ~~illegal~~$50,000 byof ~~regulatory~~interest ~~authorities.~~to Wepay ordissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as ~~combined~~shareholders ~~company~~(including ~~following~~the aright ~~business~~to ~~combination~~receive ~~may~~further ~~also~~liquidation ~~become~~distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to ~~fines~~the approval of our remaining shareholders and~~/or~~ ~~other~~our ~~sanctions~~Board, ~~which~~liquidate ~~may~~and ~~have~~dissolve, ~~material~~subject ~~adverse~~in each ~~effect~~case, onto our ~~business,~~obligations ~~results~~under Cayman Islands law to provide for claims of ~~operations~~creditors and ~~financial~~the ~~condition~~requirements of other applicable law. AsOur amended atand ~~the~~restated ~~date~~memorandum and articles of ~~this~~association ~~report~~provide that, ~~our~~if ~~officers~~we ~~and~~wind ~~directors~~up ~~have~~for any other reason prior to the consummation ~~not~~of ~~received~~our ~~any~~initial ~~notice~~business ~~and/or~~combination, ~~other~~we ~~sanctions~~will follow the foregoing procedures with respect to the ~~regulations~~liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10 per public share, or ~~policies~~less ~~that~~than ~~have~~$10 ~~been~~per ~~issued~~public byshare, on the ~~CAC~~redemption of totheir ~~date~~shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10 per public share” and other risk factors as stipulated herein.

~~Compliance with~~If ~~the~~we ~~PRC~~seek ~~Antitrust~~shareholders’ ~~law~~approval ~~may~~of ~~limit~~our initial business combination, our ~~ability~~Sponsor, directors, officers, advisors or any of their respective affiliates may elect to ~~effect~~purchase ~~our~~shares ~~initial~~or warrants from public shareholders, which may influence a vote on the proposed business combination and reduce the public “float” of our securities.

~~The PRC~~ ~~Antitrust~~If ~~Law~~we ~~became~~seek ~~effective~~shareholders’ onapproval ~~August~~of 1,our ~~2008.~~initial ~~The~~business ~~government~~combination ~~authorities~~and inwe ~~charge~~do ofnot ~~antitrust~~conduct ~~matters~~redemptions in ~~China~~connection ~~are~~with ~~the~~our ~~Antitrust Commission~~initial ~~and~~business ~~other~~combination ~~antitrust~~pursuant ~~authorities~~to ~~under~~ the ~~State~~tender ~~Council.~~offer ~~The~~rules, ~~PRC~~our ~~Antitrust~~Sponsor, ~~Law~~directors, ~~regulates (1) monopoly agreements~~officers, ~~including decisions~~advisors or ~~actions~~any inof ~~concert~~their ~~that~~respective ~~preclude~~affiliates ormay ~~impede~~purchase ~~competition,~~public ~~entered~~shares ~~into~~or bywarrants ~~business~~in ~~operators;~~privately ~~(2)~~negotiated ~~abuse~~transactions ofor ~~dominant~~in the open market ~~position~~ byeither ~~business~~prior ~~operators;~~to ~~and~~or ~~(3)~~following ~~concentration~~the completion of ~~business~~our ~~operators~~initial ~~that~~business ~~may~~combination. ~~have~~Any ~~the~~such ~~effect~~price ofper ~~precluding~~share ormay ~~impeding~~be ~~competition. To~~different ~~implement~~than the ~~Antitrust~~amount ~~Law,~~per inshare ~~2008,~~a ~~the~~public ~~State~~shareholder ~~Council~~would ~~formulated~~receive ~~the~~if ~~regulations~~it ~~that~~elected ~~require~~to ~~filing~~redeem ofits ~~concentration~~shares ofin ~~business operators,~~connection ~~pursuant~~with toour ~~which~~Initial ~~concentration of~~ business ~~operators~~combination. ~~refers~~Additionally, toat ~~(1)~~any ~~merger~~time ~~with~~at ~~other~~or ~~business~~prior ~~operators;~~to ~~(2)~~our ~~gaining~~initial ~~control over other~~ business ~~operators~~combination, ~~through~~subject ~~acquisition~~to ofapplicable ~~equity~~securities ~~interest~~laws or(including ~~assets~~with ofrespect ~~other~~to ~~business~~material ~~operators;~~non-public ~~and (3~~information), ~~gaining~~our ~~control~~Sponsor, ~~over other~~directors, ~~business~~officers, ~~operators~~advisors ~~through~~or ~~exerting~~any ~~influence~~of ontheir ~~other~~respective ~~business~~affiliates ~~operators~~may ~~through~~enter ~~contracts~~into ortransactions ~~other~~with ~~means.~~investors Inand ~~2009,~~others ~~the~~to ~~Ministry of~~provide ~~Commerce,~~them ~~which~~with ~~oversees~~incentives ~~the~~to ~~Antitrust~~acquire ~~Commission~~public shares, ~~promulgated~~vote ~~the~~their ~~Measures~~public ~~for~~shares ~~Filing~~in offavor ~~Concentration~~ of ~~Business~~our ~~Operators~~initial ~~(amended by~~business ~~the~~combination ~~Guidelines~~or ~~for~~not ~~Filing~~redeem oftheir ~~Concentration~~public ofshares. ~~Business~~However, ~~Operators~~our inSponsor, ~~2014)~~directors, ~~which~~officers, ~~set~~advisors ~~forth~~or ~~the~~any ~~criteria~~ of ~~concentration~~their ~~and~~respective ~~the~~affiliates ~~document filing~~are ~~requirements.~~under ~~The~~no ~~business~~obligations ~~combination~~or weduty ~~contemplate~~to ~~may~~do beso ~~considered~~and ~~the~~they ~~concentration~~have ofno ~~business~~current ~~operators~~commitments, ~~and~~plans or intentions to ~~the~~engage ~~extent required~~in bysuch ~~the~~purchases ~~Antitrust~~or ~~Law~~other transactions and ~~the~~have ~~criteria~~not ~~established~~formulated byany ~~the~~terms ~~State~~or ~~Council,~~conditions wefor ~~must~~any ~~file~~such ~~with~~purchases ~~the~~or ~~antitrust~~other ~~authority~~transactions. ~~under~~The ~~the PRC~~purpose ~~State~~of ~~Council~~such ~~prior~~purchases tocould ~~conducting~~be ~~the~~to ~~contemplated~~vote ~~business~~such ~~combination.~~shares Ifin ~~the~~favor ~~antitrust~~of ~~authority~~our ~~decides~~initial ~~not~~business tocombination ~~further~~and ~~investigate whether~~thereby increase the ~~contemplated~~likelihood ~~business~~of ~~combination~~obtaining ~~has~~shareholders’ ~~the~~approval ~~effect~~ of ~~precluding~~our orinitial ~~impeding~~business ~~competition~~combination or ~~fails~~ to ~~make~~satisfy a ~~decision~~closing ~~within 30~~condition ~~days~~in ~~from~~an ~~receipt~~agreement ofwith ~~relevant~~a ~~materials,~~target wethat ~~may~~requires ~~proceed~~us to ~~consummate~~have ~~the~~a ~~contemplated~~minimum ~~business~~net ~~combination.~~worth Ifor ~~the~~a ~~antitrust~~certain ~~authority decides~~amount toof ~~prohibit~~cash at the ~~contemplated~~closing ~~business~~of ~~combination~~our ~~after~~initial ~~further~~business ~~investigation~~combination, wewhere ~~must~~it ~~terminate~~appears that such ~~business~~requirement ~~combination and~~ would ~~then~~otherwise not be ~~forced~~met. toThe ~~either~~purpose ~~attempt~~of toany ~~complete~~such apurchases ~~new~~of ~~business~~public ~~combination~~warrants ~~within~~could ~~the prescribed timeframe or we would~~ be ~~required~~ to ~~return~~reduce ~~any~~the ~~amounts~~number ~~which~~of ~~were~~public ~~held~~warrants inoutstanding ~~the~~or ~~trust account~~ to ~~our~~vote ~~shareholders.~~such ~~When~~warrants weon ~~evaluate~~any amatters ~~potential~~submitted ~~business~~to ~~combination,~~the ~~we will~~warrant ~~consider~~holders ~~the~~for ~~need~~approval toin ~~comply~~connection with ~~the~~our ~~Antitrust~~initial ~~Law~~business ~~and~~combination. ~~other~~This ~~relevant~~may ~~regulations~~result ~~which~~in ~~may~~the ~~limit~~completion of our ~~ability~~initial tobusiness ~~effect~~combination anthat ~~acquisition or~~ may ~~result in our modifying or~~ not ~~pursuing~~otherwise ahave ~~particular~~been ~~transaction~~possible.

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

If wea ~~become~~shareholder ~~directly~~fails ~~subject~~ to ~~the~~receive ~~recent~~notice ~~scrutiny,~~of ~~criticism~~our ~~and~~offer ~~negative publicity involving U.S.-listed Chinese companies, we may have~~ to ~~expend~~redeem ~~significant~~our ~~resources~~public toshares ~~investigate~~in ~~and~~connection ~~resolve~~with ~~the matter, which could harm~~ our initial business ~~operations~~combination, ~~and our reputation and~~or ~~could~~fails ~~result~~to incomply awith ~~loss~~the ofprocedures ~~your~~for ~~investment~~tendering inits ~~our ordinary~~ shares, ~~especially if~~ such ~~matter~~shares ~~cannot~~may not be ~~addressed and resolved favorably~~redeemed.

~~Recently, U.S.~~We ~~public~~will ~~companies~~comply ~~that~~with ~~have substantially all of their operations in China have been subjected to intense scrutiny, criticism and~~the ~~negative~~tender ~~publicity~~offer byrules ~~investors,~~or ~~financial~~proxy ~~commentators and regulatory agencies~~rules, ~~such~~ as ~~the SEC. Much of the scrutiny~~applicable, ~~criticism~~when ~~and negative~~conducting ~~publicity~~redemptions ~~has~~in ~~centered~~connection ~~around~~with ~~financial~~our ~~and~~initial ~~accounting~~business ~~irregularities,~~combination. aDespite our ~~lack~~compliance ofwith ~~effective~~these ~~internal controls over financial accounting~~rules, ~~inadequate~~if ~~corporate governance policies or~~ a ~~lack~~shareholder offails ~~adherence~~to ~~thereto~~receive ~~and,~~our intender ~~many~~offer ~~cases,~~or ~~allegations~~proxy ~~of fraud. As a result of the scrutiny~~materials, ~~criticism~~as ~~and negative publicity~~applicable, ~~the~~such ~~publicly traded stock of many U.S.-listed Chinese companies has sharply decreased~~shareholder inmay ~~value~~not ~~and, in some cases, has~~ become ~~virtually~~aware ~~worthless. Many~~ of ~~these~~the ~~companies~~opportunity ~~are now subject~~ to ~~shareholder~~redeem ~~lawsuits~~its ~~and~~shares. ~~SEC enforcement~~In ~~actions~~addition, ~~and are conducting internal and external investigations into~~ the ~~allegations.~~tender Itoffer isdocuments ~~not~~or ~~clear~~proxy ~~what~~materials, ~~effect~~as ~~this sector-wide scrutiny~~applicable, that ~~criticism~~we ~~and~~will ~~negative~~furnish ~~publicity~~to ~~will~~holders ~~have~~of on our ~~company~~public ifshares wein ~~target~~connection awith ~~PRC company for~~ our initial business combination~~. If~~ wewill ~~become~~describe the ~~subject~~various ofprocedures that ~~any~~must ~~unfavorable allegations, whether or not such allegations are proven to~~ be ~~true,~~complied wewith ~~will~~in ~~have~~order to ~~expend significant~~validly ~~resources~~tender ~~to investigate such allegations and/~~or ~~defend~~redeem ~~our~~public ~~company and our decisions~~shares. ~~This~~In ~~situation~~the ~~may~~event bethat a ~~major~~shareholder ~~distraction~~ fails to ~~our~~comply ~~management.~~with Ifthese procedures, ~~such~~its ~~allegations~~shares ~~are~~may not ~~proven to~~ be ~~groundless, we will be severely hampered and your investment in our securities post business combination could be rendered worthless~~redeemed.

~~Regulations relating~~As to the ~~transfer~~number of ~~state-owned~~special ~~property~~purpose ~~rights~~acquisition incompanies ~~enterprises~~evaluating increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our ~~acquisitions~~initial business combination and ~~impose~~could aneven ~~additional administrative~~result ~~burden~~in onour usinability to find another target (should our proposed Business Combination with XDATA not be consummated) or to consummate an initial business combination.

~~The legislation~~ ~~governing~~In recent years, the ~~acquisition~~number of aspecial ~~PRC~~purpose ~~state-owned~~acquisition ~~company~~companies ~~contains~~that ~~stringent~~have ~~governmental~~been ~~regulations.~~formed ~~The~~has ~~transfer~~increased ofsubstantially. ~~state-owned property~~Many ~~rights~~companies inhave ~~enterprises~~entered ~~must~~into ~~take~~business ~~place~~combinations ~~through~~with aspecial ~~government-approved~~purpose ~~“state-owned~~acquisition ~~asset exchange~~companies,” and ~~the~~there ~~value of~~are ~~the~~still ~~transferred~~many ~~property~~special ~~rights~~purpose ~~must~~acquisition becompanies ~~evaluated~~seeking bytargets ~~those~~for ~~Chinese~~their ~~appraisal~~initial ~~firms~~business ~~qualified~~combination, toas ~~perform~~well ~~“state-owned~~as ~~assets evaluations~~many additional special purpose acquisition companies currently in registration.” ~~The~~As ~~final~~a ~~price~~result, ~~must~~at ~~not~~times, befewer ~~less~~attractive ~~than~~targets ~~90%~~may ofbe ~~the~~available, ~~appraisal~~and ~~price.~~it ~~Additionally~~may require more time, ~~bidding/auction~~efforts ~~procedures~~and ~~are~~resources ~~essential in~~to ~~the~~identify ~~event~~a ~~that~~suitable target for an initial business combination. In addition, because there isare more ~~than~~special ~~one~~purpose ~~potential~~acquisition ~~transferee.~~companies Inseeking ~~the~~to ~~case~~enter ofinto an ~~acquisition~~initial bybusiness ~~foreign~~combination ~~investors~~with ofavailable ~~state-owned enterprises~~targets, the ~~acquirer~~competition ~~and~~for ~~the~~available ~~seller~~targets ~~must~~with ~~make~~attractive afundamentals ~~resettlement~~or ~~plan~~business tomodels ~~properly~~may ~~resettle~~increase, ~~the~~which ~~employees,~~could ~~and~~cause ~~the~~target ~~resettlement~~companies ~~plan~~to ~~must~~demand beimproved ~~approved by~~financial ~~the~~terms. ~~Employees’~~Attractive ~~Representative~~deals ~~Congress.~~could ~~The~~also ~~seller~~become ~~must~~scarcer ~~pay~~for ~~all~~other ~~unpaid~~reasons, ~~wages~~such ~~and~~as ~~social~~economic ~~welfare~~or ~~payments~~industry ~~from~~sector downturns, geopolitical tensions or increases in the ~~existing~~cost ~~assets~~ of ~~the~~additional ~~target~~capital ~~company~~needed to ~~the~~close ~~employees~~business combinations or operate targets post-business combination. ~~These~~This ~~regulations~~could ~~may~~increase ~~adversely~~the ~~affect~~cost of, delay or otherwise complicate or frustrate our ability to ~~acquire~~find a ~~PRC~~suitable ~~state-owned~~target ~~business~~for and/or ~~assets~~complete our initial business combination.

~~Our~~Because ~~initial~~of our special purpose acquisition company structure, limited resources and the significant competition for business combination opportunities, it may be ~~subject~~more todifficult ~~national~~for ~~security~~us ~~review~~to bycomplete ~~the~~our ~~PRC~~initial ~~government~~business ~~and~~combination. If we ~~may~~do ~~have~~not tocomplete ~~spend~~our ~~additional~~initial ~~resources~~business combination, ~~and~~our ~~incur~~public ~~additional~~shareholders ~~time~~may toreceive ~~complete~~only ~~any~~approximately ~~such~~$10 ~~business~~per ~~combination~~share oron beour ~~prevented~~redemption ~~from~~of ~~pursuing~~our ~~certain~~public ~~investment~~shares, ~~opportunities~~or less than such amount in certain circumstances.

~~On February~~If 3,our ~~2011,~~proposed ~~the~~Business ~~PRC~~Combination ~~government~~with ~~issued~~XDATA ais ~~Notice~~not ~~Concerning~~consummated ~~the~~and ~~Establishment~~we ofare ~~Security Review Procedure on Mergers and Acquisitions~~required ofto ~~Domestic~~seek ~~Enterprises~~another bytarget ~~Foreign~~business ~~Investors,~~for ora ~~the~~potential ~~Security~~business ~~Review Regulations~~combination, ~~which~~then ~~became~~we ~~effective~~expect onto ~~March~~encounter 5,competition ~~2011.~~from ~~The~~other ~~Security Review~~entities ~~Regulations cover acquisitions by foreign investors of~~ having a ~~broad~~business ~~range~~objective ofsimilar ~~PRC~~to ~~enterprises~~ours, ifincluding ~~such~~private ~~acquisitions could result in de facto control by foreign~~ investors ~~and~~(which ~~the~~may ~~enterprises~~be ~~relate~~individuals toor ~~military,~~investment ~~national defense~~partnerships), ~~important~~other ~~agriculture products, important~~blank ~~energy~~check companies and ~~natural~~other ~~resources,~~entities ~~important~~competing ~~infrastructures,~~for ~~important~~the ~~transportation~~types ~~services,~~of ~~key~~businesses ~~technologies~~we orintend ~~important~~to ~~equipment manufacturing~~acquire. ~~The~~ ~~scope~~Many of ~~the~~these ~~review~~individuals ~~includes~~and ~~whether~~entities are ~~the~~well-established ~~acquisition~~and ~~will~~have ~~impact~~extensive ~~national~~experience ~~security,~~in ~~economic~~identifying and ~~social stability~~effecting, ~~and~~directly ~~the~~or ~~research and~~indirectly, ~~development~~acquisitions ~~capabilities~~ of ~~key~~companies ~~national~~operating in ~~security-related~~or ~~technologies.~~providing ~~Foreign~~services ~~investors should submit a security review application~~ to ~~the~~various ~~Ministry~~industries. Many of ~~Commerce~~these ~~for~~competitors ~~its~~possess ~~initial~~similar ~~review~~technical, ~~for~~human aand ~~contemplated~~other ~~acquisition.~~resources Ifto ~~the~~ours, and ~~acquisition~~our isfinancial ~~considered~~resources towill be ~~within~~relatively ~~the scope~~limited ofwhen ~~the~~contrasted ~~Security~~with ~~Review~~those ~~Regulations,~~of ~~the~~many ~~Ministry~~ of ~~Commerce~~these ~~will~~competitors. ~~transfer~~While ~~the~~we ~~application~~believe ~~to a joint security review committee~~there ~~within~~are ~~five~~numerous ~~business~~target ~~days~~businesses ~~for~~we ~~further~~could ~~review.~~potentially ~~The~~acquire ~~joint~~with ~~security~~the ~~review~~net ~~committee,~~proceeds ~~consisting~~ of ~~members~~our ~~from~~initial ~~various~~public ~~PRC government agencies~~offering, ~~will~~our ~~conduct~~ability ato ~~general~~compete with ~~review~~respect ~~and~~to ~~seek~~the ~~comments~~acquisition ~~from~~of ~~relevant~~certain ~~government~~target ~~agencies.~~businesses ~~The~~that ~~joint~~are ~~security~~sizable ~~review~~will ~~committee~~be ~~may initiate~~limited aby ~~further~~our ~~special~~available ~~review~~financial ~~and~~resources. ~~request~~This inherent ~~the~~competitive ~~termination~~limitation orgives ~~restructuring~~others ofan ~~the~~advantage ~~contemplated~~in ~~acquisition~~pursuing ~~if it determines that~~ the acquisition ~~will~~of ~~result~~certain intarget ~~a significant national security issue~~businesses.

Additionally, potential target companies may be less inclined to consummate a transaction with us because definitive documentation for such a transaction will preclude any recourse against our trust account, meaning that potential counterparties may determine that they do not have adequate contractual remedies in the event a transaction fails to close. These factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. If we do not complete our initial business combination, our public shareholders may receive only approximately $ per share on the liquidation of our trust account. In certain circumstances, our public shareholders may receive less than $10 per share upon our liquidation. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10 per share” and other risk factors herein.

~~The~~If ~~Security~~third ~~Review~~parties ~~Regulations~~bring ~~will~~claims ~~potentially~~against ~~subject a large number of mergers and acquisitions transactions by foreign investors in China to an additional layer of regulatory review. Currently~~us, ~~there is significant uncertainty as to~~ the ~~implication~~proceeds ofheld the Security Review Regulations. Neither the Ministry of Commerce nor other PRC government agencies have issued any detailed rules for the implementation of the Security Review Regulations. If, for example, our potential initial business combination is with a target company operating in ~~the~~ ~~PRC in any of~~ the ~~sensitive~~trust ~~sectors~~account ~~identified~~could ~~above, the transaction will~~ be ~~subject~~reduced toand the ~~Security~~per-share ~~Review~~redemption ~~Regulations,~~amount ~~and we~~received ~~may~~by ~~have~~shareholders ~~to spend additional resources and incur additional time to complete any such acquisition. We~~ may ~~also~~ be ~~prevented~~less ~~from~~than ~~pursuing certain~~$10 ~~investment~~per ~~opportunities if the PRC government considers that the potential investments will result in a significant national security issue~~share.

~~Approval~~Our placing of funds in the ~~CSRC~~trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be ~~required~~prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in ~~connection~~each case in order to gain advantage with respect to a claim against our ~~initial~~assets, ~~business~~including ~~combination~~the ~~and~~funds weheld ~~cannot~~in ~~predict~~the ~~whether~~trust weaccount. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management team will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if our management team believes that such third party’s engagement would be ~~able~~significantly more beneficial to ~~obtain~~us than any alternative. Making such ~~approval~~a request of potential target businesses may make any acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

~~The~~Examples ~~M&A~~of ~~Regulations~~possible ~~include,~~instances ~~among~~where ~~other~~we ~~things,~~may ~~provisions~~engage a third party that ~~purport~~refuses to ~~require~~execute ~~any~~a ~~offshore~~waiver ~~special~~include ~~purpose~~the ~~vehicle~~engagement ~~that~~of isa ~~controlled~~third-party consultant bywhose ~~PRC~~particular ~~companies~~expertise or ~~individuals~~skills ~~and~~are ~~formed~~believed ~~for~~by ~~the~~management ~~purpose~~to be significantly superior to those of ~~seeking~~other consultants that would agree to execute a ~~public~~waiver ~~listing~~or onin ancases ~~overseas~~where ~~stock~~our ~~exchange~~management ~~through~~team ~~acquisition~~is unable to find a service provider willing to execute a waiver. In ofaddition, ~~PRC~~there ~~domestic~~is ~~companies~~no guarantee that such entities will agree to ~~obtain~~waive any claims they may have in the ~~approval~~future as a result of, ~~the~~or ~~CSRC~~arising out ~~prior~~of, toany ~~the~~negotiations, ~~listing~~contracts or agreements with us and ~~trading~~will ofnot ~~its~~seek ~~securities~~recourse onagainst anthe ~~overseas~~trust ~~stock exchange~~account for any reason. OnUpon ~~September~~redemption of 21our public shares, ~~2006~~if we do not complete our initial business combination within the prescribed timeframe, or upon the ~~CSRC~~exercise ~~published~~of a onredemption ~~its~~right ~~official~~in ~~website~~connection ~~procedures~~with ~~specifying~~our ~~documents~~initial ~~and~~business ~~materials~~combination, ~~required~~we to will be ~~submitted~~required to itprovide byfor ~~any~~payment ~~such~~of ~~special~~claims ~~purpose~~of ~~vehicle~~creditors that ~~seeking~~were ~~CSRC’s~~not ~~approval~~waived ofthat anmay ~~overseas~~be ~~listing~~brought against us within the ten years following redemption. ~~However~~Accordingly, ~~substantial~~the ~~uncertainty~~per-share redemption ~~remains~~amount ~~regarding~~received ~~the~~by ~~scope~~public ~~and~~shareholders ~~applicability~~could ofbe less than the ~~M&A~~$10 ~~Regulations~~per ~~and~~share ~~the~~initially ~~CSRC~~held ~~approval~~in ~~requirement~~the ~~for~~trust ~~offshore~~account, ~~special~~due ~~purpose~~to claims ~~vehicles~~of such creditors.

InInvolvement ~~addition, the Opinions jointly issued by the General Office~~ of ~~the~~members ~~Central Committee~~ of ~~the~~our ~~Communist~~management ~~Party of China~~ and ~~the~~companies ~~General Office~~with ~~of the State Council,~~ which ~~were~~they ~~made~~are ~~available~~affiliated toin ~~the~~civil ~~public~~disputes ~~on July 6, 2021, call for strengthened regulation over illegal securities activities~~ and ~~supervision of overseas listings by China-based companies and propose to take effective measures~~litigations, ~~such~~governmental ~~as promoting the~~investigations ~~development~~or ofnegative ~~relevant~~publicity ~~regulatory~~unrelated ~~systems~~ to ~~deal~~our ~~with~~business ~~the~~affairs ~~risks~~could ~~and~~materially ~~incidents~~impact ~~faced~~our byability China-based overseas-listed companies. The Opinions also provide that the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will clarify the duties of domestic regulatory authorities. As of the date of this report, no official guidance and related implementation rules have been issued in relation to ~~the~~consummate ~~recently~~an ~~issued~~initial ~~Opinions~~business ~~and the interpretation and implementation of the Opinions remain unclear~~combination.

~~Furthermore,~~Our ~~the~~directors ~~CAC~~and ~~issued~~officers ~~the~~and ~~draft~~companies ~~amendment~~with towhich ~~the~~they ~~Cybersecurity~~are ~~Review~~affiliated ~~Measures~~have inbeen, ~~July~~and ~~2021,~~in ~~which~~the ~~provides,~~future ~~among~~will ~~other~~continue ~~things~~to be, ~~that~~involved anin ~~application~~a wide ~~for~~variety ~~cybersecurity~~of ~~review~~business ~~shall~~affairs, beincluding ~~made~~transactions, bysuch anas ~~issuer~~sales ~~that~~and ispurchases aof ~~critical~~businesses ~~information~~and ~~infrastructure~~ongoing ~~operator~~operations. orAs a ~~data~~result ~~processing operator~~of assuch ~~defined~~involvement, ~~therein~~members ~~before~~of ~~such~~our ~~issuer’s~~management ~~listing~~and incompanies awith ~~foreign~~which ~~country~~they ifare ~~the~~affiliated ~~issuer~~in ~~possesses~~have ~~personal~~been, ~~information~~and ofmay ~~more~~in ~~than one~~the ~~million~~future ~~users~~be, ~~and~~involved in ~~that~~civil ~~the~~disputes, ~~relevant~~litigations, governmental ~~authorities~~investigations inand ~~the~~negative ~~PRC~~publicity ~~may~~relating ~~initiate~~to atheir ~~cybersecurity~~business ~~review~~affairs. ifAny such ~~governmental~~claims, ~~authorities~~investigations, ~~determine~~lawsuits ~~an operator’s cyber products~~ or ~~services,~~negative ~~data~~publicity ~~processing~~may orbe ~~potential~~detrimental ~~listing~~to inour areputation ~~foreign~~and ~~country~~could ~~affect or~~negatively ~~may~~ affect ~~national~~our ~~security.~~ability ~~Such~~to ~~draft~~identify and ~~amendment~~complete ~~was~~an ~~released~~initial ~~for~~business ~~public~~combination ~~comment,~~in ~~and~~a ~~its~~material ~~provisions~~manner and ~~anticipated~~may ~~adoption~~have ~~or effective~~an ~~date~~adverse ~~are~~effect ~~subject~~on tothe ~~changes~~price ~~and~~of ~~thus~~our ~~its interpretation and implementation remain substantially uncertain~~securities.

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

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

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

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

~~These~~If ~~regulatory~~we ~~agencies~~are ~~may~~deemed ~~require us~~ to ~~register~~be ~~our~~an ~~initial~~investment ~~business~~company ~~combination~~under ~~with~~ the ~~CSRC~~Investment asCompany ~~a result of the Trial Measures~~Act, ~~impose fines~~we ~~and~~may ~~penalties~~be onrequired ~~our operations in China, limit our ability, or our post-combination PRC subsidiary’s ability,~~ to ~~pay~~institute ~~dividends outside~~burdensome ofcompliance ~~China post business combination, limit our future PRC subsidiary’s operations in China or take other actions that could~~requirements ~~have a material adverse effect on our business, financial condition, results of operations~~ and prospects, including but not limited, to revoking business and other licenses, requiring the restructuring of ownership or operations and requiring discontinuation of any portion or all of the acquired business. Any of the above could also negatively affect the trading price of our ~~securities~~activities ~~pre-~~may ~~and~~be ~~post-business combination. The CSRC~~restricted, ~~the~~which ~~CAC or other PRC regulatory agencies also~~ may ~~take~~make ~~actions requiring us, or making~~ it ~~advisable~~difficult for us, to ~~delay~~ complete our ~~potential~~initial business combination. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for our business combination, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

If we ~~decide~~are deemed to ~~consummate~~be ~~our~~an ~~business~~investment ~~combination~~company ~~with~~under athe ~~target~~Investment ~~business~~Company ~~based in and primarily operating in China~~Act, ~~the~~our ~~combined~~activities ~~company’s business~~may ~~operations~~be ~~in China through its subsidiaries~~restricted, ~~as applicable, are subject to relevant requirements to obtain applicable licenses from PRC governmental authorities under relevant PRC laws and regulations.~~including:

~~There are~~● ~~uncertainties~~restrictions inon the ~~interpretation~~nature of our investments; and ~~enforcement~~● restrictions on the issuance of ~~PRC~~securities, ~~laws~~each ~~and~~of ~~regulations~~which ~~that~~may ~~could~~make ~~limit~~it ~~the~~difficult ~~legal~~for ~~protections~~us ~~available~~ to ~~you~~complete ~~and~~our usinitial business combination.

~~Our~~In ~~sponsor is predominantly controlled by a Chinese citizen~~addition, ~~and~~ we may ~~seek~~have toimposed ~~acquire~~upon a company that is based in the PRC (including Hong Kong and Macao) in an initial business combination. The uncertainties in the interpretation and enforcement of PRC laws, rules and regulations would apply to us ifburdensome ~~we were to acquire a company that is based in China or Hong Kong~~requirements, regardless of whether we have a direct ownership structure post-business combination. Because of such ties to China or Hong Kong, we may be governed by PRC laws and regulations. PRC companies and variable interest entities are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws and regulations applicable to wholly foreign-owned enterprises. The PRC legal system is based on statutes. Prior court decisions may be cited for reference but have limited precedential value.including:

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

In order to not be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in 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. 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 completed our Initial business combination within the required time period, our public shareholders may receive only approximately $10 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

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

~~Changes~~If inwe ~~China’s~~have ~~economic,~~not ~~political~~completed orour ~~social~~initial ~~conditions~~business orcombination ~~government~~within ~~policies~~36 ~~could~~months ~~have~~of athe ~~material~~closing ~~adverse~~of ~~effect~~the oninitial ~~the~~public ~~business, results~~offering ofor ~~operations~~during ~~and~~any ~~financial~~extension period, ~~condition~~our ofpublic ashareholders ~~Chinese~~may orbe ~~Hong~~forced ~~Kong~~to ~~target~~wait ~~company~~beyond wesuch ~~may~~time ~~pursue~~frame asbefore anredemption ~~acquisition~~from ~~target~~our intrust ~~the future~~account.

IfOn December 27, 2024, we held an Extraordinary General Meeting of shareholders and approved the proposal to extend the date by which it must consummate a business combination to June 15, 2025. Currently, we have until June 15, 2025 to consummate an initial business combination. If we have not completed our initial business combination ~~target~~within issuch aextended period, ~~PRC~~we ~~company~~will ordistribute ~~company~~the ~~with~~aggregate ~~operations~~amount then on deposit in the ~~PRC~~trust account, ~~its~~including ~~business,~~interest ~~prospects~~(less up to $50,000 ~~financial~~of ~~condition~~interest to pay dissolution expenses and ~~results~~which interest shall be net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be ~~influenced~~forced to await ~~significant~~beyond ~~degree~~the byinitial ~~political~~36 months before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, ~~economic~~prior thereto, we consummate our initial business combination or amend certain provisions of our amended and ~~social~~restated ~~conditions~~memorandum and articles of association and then only in ~~China~~cases ~~generally~~where investors have properly sought to redeem their shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend bycertain ~~continued~~provisions ~~economic~~of ~~growth~~our inamended ~~China~~and asrestated amemorandum ~~whole~~and articles of association prior thereto.

~~The~~Our ~~Chinese~~shareholders ~~economy~~may ~~differs~~be ~~from~~held ~~the~~liable economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. To date, the government still owns a substantial portion of productive assets in China. Although the PRC government has implemented measures emphasizing the utilization of market forces for ~~economic~~claims reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by ~~the~~third ~~government.~~parties Inagainst ~~addition,~~us ~~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 payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies. Given the ~~PRC~~extent ~~government’s significant oversight and discretion over the conduct~~ of ~~business~~distributions ofreceived ~~any~~by ~~China-based~~them ~~company~~upon ~~that we may target for an initial business~~redemption ~~combination, the PRC government may intervene or influence the operations~~ of ~~our~~their ~~target at any time, which could result in a material change in our operations and/or value of the securities we are registering for sale~~shares.

~~While~~If ~~the~~we ~~Chinese~~are ~~economy~~forced ~~has~~to ~~experienced~~enter ~~significant~~into ~~growth~~an ~~over~~insolvent ~~past decades~~liquidation, ~~growth~~any ~~has~~distributions ~~been~~received ~~uneven,~~by ~~both~~shareholders ~~geographically~~could ~~and~~be ~~among~~viewed ~~various~~as an unlawful payment ~~sectors~~if ofit ~~the~~was ~~economy.~~proved ~~Any~~that ~~adverse~~immediately ~~changes~~following inthe ~~economic~~date ~~conditions~~on inwhich ~~China~~the distribution was made, we were unable to pay our debts as they fall due in the ~~policies~~ordinary course of ~~the~~business. ~~PRC~~As ~~government~~a result, a liquidator could seek to recover some or inall ~~the~~amounts ~~laws~~received ~~and~~by our shareholders. ~~regulations~~Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in ~~China~~bad faith, ~~could~~and ~~materially~~thereby ~~adversely~~exposing ~~affect~~themselves and our Company to claims, by paying public shareholders from the ~~overall~~trust ~~economic~~account ~~growth~~prior to addressing the claims of ~~China~~creditors. ~~Such~~We ~~developments~~cannot ~~could~~assure ~~adversely~~you ~~affect~~that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and ~~operating~~may ~~results~~be liable for a fine of up to approximately $18,300 ~~reducing~~and ~~demand~~to imprisonment for ~~our~~up ~~services~~to ~~and~~five ~~adversely~~years ~~affect~~in ~~our~~the ~~competitive~~Cayman ~~position~~Islands.

~~The~~We ~~PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures~~ may ~~benefit~~not ~~the~~hold ~~overall~~an ~~Chinese~~annual ~~economy,~~general ~~but~~meeting ~~may~~until ~~negatively~~after ~~affect us. In~~ the ~~past~~consummation ~~the PRC government has implemented certain measures, including interest rate adjustments, to control the pace~~ of ~~economic growth. These measures may decrease economic activity in China, which may adversely affect~~ our initial business ~~and operating results~~combination.

~~You~~In ~~may~~accordance ~~face~~with ~~difficulties~~the inNasdaq ~~protecting~~corporate ~~your~~governance ~~interests~~requirements, ~~and~~we ~~exercising~~are ~~your~~not ~~rights~~required asto ahold ~~shareholder~~an ifannual wegeneral ~~were~~meeting tountil ~~conduct~~one ~~substantially~~year ~~all~~after ofour first fiscal year end following our ~~operations~~listing inon ~~China,~~the ~~and~~Nasdaq. ~~almost~~There ~~all~~is ofno ~~our~~requirement ~~officers~~under ~~and~~the Companies Act for us to hold annual or extraordinary general meetings to elect directors. ~~currently~~Until ~~and~~we ~~will~~hold ~~likely~~an ~~reside~~annual ~~outside~~general meeting, public shareholders may not be afforded the Uopportunity to appoint directors and to discuss company affairs with management.S.

~~Although~~Any weshareholders ~~are~~who ~~incorporated~~choose into ~~the~~remain ~~Cayman~~shareholders ~~Islands,~~following our initial business combination ~~target~~could ~~may~~suffer be a ~~PRC~~reduction ~~company with substantially all of its operations~~ in the ~~PRC.~~value ~~Further, all~~ of our current officers and almost all of our directors reside outside the U.S. and substantially all of the assets of those persons are located outside of the U.S. It may be difficult for you to conduct due diligence on our company or such directors in your election of the directors and attend shareholders meetings if the meetings are held in China. We would likely have one shareholder meeting each year at a location to be determined, potentially in China. As a result of all of the above, our public shareholders may have more difficulty in protecting their ~~interests through actions against our management, directors or major shareholders~~ ~~than would shareholders of a corporation doing business entirely or predominantly within the U~~securities.S.

If we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine (including those of XDATA, should our proposed Business Combination be consummated). For instance, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our shares will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following our initial business combination (including our proposed Business Combination with XDATA) could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duties owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

~~Governmental~~Although ~~control~~we ofhave ~~currency~~identified ~~conversion~~general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter ~~affect~~into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the ~~value~~target business ofwith ~~your~~which ~~investment~~we enter into our initial business combination may not have attributes consistent with our general criteria and guidelines.

~~The~~Although ~~PRC~~we ~~government~~have ~~imposes~~identified ~~controls~~general oncriteria ~~the~~and ~~convertibility~~guidelines offor ~~the~~evaluating ~~Renminbi~~prospective target businesses, it is possible that a target business with which we enter into ~~foreign~~our ~~currencies~~initial ~~and,~~business incombination ~~certain~~will ~~cases,~~not ~~the~~have ~~remittance~~these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination ~~currency~~with ~~out~~a business that does meet all of ~~China~~our general criteria and guidelines. WeIn ~~may~~addition, ~~consummate~~if we announce a prospective business combination with a target ~~business~~that ~~based~~does innot ~~and~~meet ~~primarily~~our ~~operating~~general incriteria ~~China~~and guidelines, ~~after~~a greater number of shareholders may exercise their redemption rights, which ~~the~~may ~~operating~~make ~~companies~~it indifficult ~~China~~for ~~upon~~us ~~consummation~~to ofmeet ~~the~~any closing condition with a target business ~~combination~~that ~~may~~requires ~~receive~~us ~~substantially~~to ~~all~~have ofa ~~their~~minimum ~~revenues~~net inworth ~~Renminbi.~~or ~~Under~~a ~~existing~~certain ~~PRC~~amount ~~foreign~~of ~~exchange~~cash. ~~regulations~~In addition, ~~payments~~if inshareholders’ ~~foreign~~approval ~~currencies~~ of ~~current~~the ~~account~~transaction ~~items,~~is ~~including~~required ~~profit distributions~~by law, ~~interest~~or ~~payments~~we ~~and~~decide ~~trade~~to obtain ~~and~~shareholders’ ~~service-related~~approval ~~foreign~~for ~~exchange~~business ~~transactions~~or other reasons, ~~can~~it may be ~~made~~more ~~without~~difficult ~~prior~~for ~~approvals~~us ofto attain shareholders’ approval ~~the~~of ~~PRC~~our ~~State~~initial ~~Administration~~business ofcombination ~~Foreign~~if ~~Exchange,~~the ortarget ~~SAFE,~~business bydoes ~~complying~~not ~~with~~meet ~~certain~~our ~~procedural~~general ~~requirements~~criteria and guidelines. ~~Specifically,~~If ~~under~~we ~~the~~do not complete our ~~existing~~initial ~~exchange~~business ~~restrictions~~combination, ~~without~~our ~~prior~~public ~~approvals~~shareholders ofmay ~~SAFE,~~receive ~~cash~~only ~~generated~~approximately ~~from~~$10 per share on the ~~operations~~liquidation of ~~PRC~~our ~~operating~~trust account. ~~companies~~In incertain ~~China~~ circumstances, our public shareholders may bereceive ~~used~~less tothan ~~pay~~$10 ~~dividends.~~per ~~However,~~share ~~approvals~~on ~~from~~the orredemption ~~registration~~of ~~with~~their ~~appropriate~~shares. See ~~government~~“— ~~authorities~~If ~~are~~third ~~required~~parties ~~where~~bring ~~Renminbi is~~claims toagainst beus, ~~converted~~the ~~into~~proceeds ~~foreign~~held ~~currencies~~in the trust account could be reduced and ~~remitted~~the ~~out~~per-share redemption ofamount ~~China~~received toby ~~pay~~shareholders ~~capital~~may ~~expenses~~be ~~such~~less asthan ~~the~~$10 ~~repayment~~per ofshare” ~~loans~~and ~~denominated in~~other ~~foreign~~risk ~~currencies~~factors herein.

AsWe amay ~~result,~~seek ~~the~~business ~~PRC~~combination ~~subsidiaries~~opportunities ofwith ~~the~~a ~~combined~~financially ~~company~~unstable ~~will~~business ~~need~~or toan ~~obtain~~entity ~~SAFE~~lacking ~~approval~~an toestablished ~~pay~~record ~~off~~of ~~their~~revenue, cash ~~debt~~flow inor aearnings, ~~currency~~which ~~other~~could ~~than Renminbi~~subject ~~owed~~us to ~~any~~volatile ~~entities~~revenues, ~~outside~~cash ~~China~~flows or toearnings ~~make~~or ~~other~~difficulty ~~capital expenditure payments outside China~~ in aretaining ~~currency~~key ~~other than Renminbi~~personnel.

InTo ~~light of~~ the ~~flood~~extent ofwe ~~capital~~complete ~~outflows~~our ofinitial ~~China~~business incombination ~~2016~~with ~~due~~a tofinancially ~~the~~unstable ~~weakening~~business ~~Renminbi,~~or ~~the~~an ~~PRC~~entity ~~government~~lacking ~~has~~an ~~imposed~~established ~~more restrictive~~record ~~foreign~~of ~~exchange~~revenues ~~policies~~or ~~and~~earnings, ~~stepped~~we upmay ~~scrutiny~~be ~~over~~affected ~~major~~by ~~outbound~~numerous ~~capital~~risks ~~movements~~inherent ~~including~~in ~~overseas~~the ~~direct~~operations ~~investment.~~of ~~More~~the ~~restrictions and~~business ~~substantial~~with ~~vetting~~which ~~process~~we ~~have~~combine. ~~been~~These risks ~~put~~include investing in ~~place~~a bybusiness ~~SAFE~~without toa ~~regulate~~proven ~~cross-border~~business ~~transactions~~model ~~that~~and ~~fall~~with ~~under~~limited ~~the~~historical ~~capital~~financial ~~account transactions.~~data, ~~The~~volatile ~~PRC~~revenues ~~government~~or earnings ~~may~~and difficulties in ~~the~~obtaining ~~future~~and atretaining ~~its~~key ~~discretion~~personnel. ~~further~~Although ~~restrict~~our ~~access~~officers toand ~~foreign~~directors ~~currencies~~will ~~for~~endeavor ~~current~~to ~~account~~evaluate the ~~transactions.~~risks Ifinherent ~~the~~in ~~foreign~~a ~~exchange~~particular ~~control~~target ~~regulations~~business, ~~prevent~~we ~~the~~may ~~combined~~not ~~company~~be ~~from~~able ~~obtaining~~to ~~sufficient~~properly ~~foreign~~ascertain ~~currencies~~or ~~from~~assess all of the significant risk factors ~~its~~and ~~PRC~~we ~~subsidiaries~~may not have adequate time to ~~satisfy~~complete ~~its~~due ~~capital~~diligence. ~~demands~~Furthermore, ~~the~~some ~~combined~~of ~~company~~these risks may ~~not~~ be ~~able~~outside toof ~~pay~~our ~~dividends~~control inand ~~foreign~~leave us ~~currencies~~with no ability to ~~its shareholders~~control or reduce the chances that those risks will adversely impact a target business.

IfWe ~~our~~are ~~initial~~not ~~business~~required ~~combination~~to ~~target~~obtain isan aopinion ~~Chinese~~from ~~company~~an ~~with~~independent ~~the~~investment ~~majority~~banking offirm ~~its~~or ~~operations~~another inentity ~~China,~~that ~~the~~commonly ~~PRC~~renders ~~regulation~~valuation ~~on loans~~opinions toand, ~~and direct investment in~~consequently, ~~such~~you ~~a PRC subsidiary by offshore holding companies and governmental control of currency conversion~~ may ~~restrict~~ ~~our~~have ~~ability~~no toassurance ~~make~~from ~~loans~~an orindependent ~~capital~~source ~~contributions~~that tothe ~~such~~price ~~subsidiary,~~we ~~which~~are ~~could~~paying ~~materially~~for ~~and~~a ~~adversely~~target ~~affect~~business ~~our liquidity~~(including ~~and~~XDATA) ~~our~~is ~~ability~~fair to ~~fund~~our ~~and~~Company ~~expand~~from ~~our~~a ~~business~~financial ~~post-business~~point ~~combination~~of view.

IfWe ~~our~~are ~~initial~~not ~~business~~prohibited ~~combination~~from ~~target~~pursuing isan ainitial ~~PRC~~business combination or ~~Hong~~subsequent ~~Kong~~transaction ~~company~~ with ~~the~~a ~~majority~~company ofthat ~~its~~is ~~operations~~affiliated inwith ~~China~~our Sponsor, itofficers ~~may become necessary~~ or ~~desirable~~directors. ~~for~~In usthe toevent ~~make~~that ~~loans~~we orseek ~~capital contributions~~ to ~~our~~complete ~~PRC subsidiary after the completion of~~ our initial business combination~~. Our~~ ~~ability~~or, subject to ~~make~~certain ~~such~~exceptions, subsequent ~~loans~~material ortransactions ~~capital~~with ~~contributions~~a ~~may~~company bethat ~~restricted~~is byaffiliated ~~certain~~with ~~PRC~~our ~~laws~~Sponsor, ~~and~~officers ~~regulations~~or directors, ~~including~~we, ~~but~~or ~~not~~a ~~limited to~~committee ~~the~~of ~~Notice~~independent directors, ofto the ~~State~~extent ~~Administration~~required ofby ~~Foreign~~applicable ~~Exchange~~law onor ~~Reforming~~based upon the ~~Administration~~direction of ~~Foreign~~our ~~Exchange~~Board ~~Settlement~~or ofa ~~Capital of~~committee ~~Foreign~~thereof, ~~invested~~will ~~Enterprises,~~obtain oran ~~Circular~~opinion from ~~19,~~an ~~effective~~independent oninvestment ~~June~~banking 1,firm ~~2015,~~or ~~and~~another ~~the~~entity ~~Notice~~that ofcommonly ~~the~~renders ~~State~~valuation ~~Administration~~opinions ofthat ~~Foreign~~such ~~Exchange~~initial business combination onor ~~Reforming~~transaction ~~and~~is ~~Standardizing~~fair ~~the~~to ~~Foreign~~our ~~Exchange~~Company ~~Settlement~~from ~~Management~~a ~~Policy~~financial point of ~~Capital~~view. ~~Account,~~If orno ~~SAFE~~opinion ~~Circular~~is 16obtained, ~~effective~~our shareholders will be relying on ~~June~~the 9,judgment ~~2016~~of our Board, ~~each~~who ~~promulgated~~will bydetermine ~~SAFE,~~fair ~~which~~market ~~impose~~value ~~limitations~~based on ~~offshore~~standards ~~entities~~generally inaccepted ~~transferring~~by ~~foreign~~the ~~currencies~~financial ~~to PRC persons~~community.

In light of the various requirements imposed by PRC regulations, for example, SAFE Circular 19 and SAFE Circular 16, on loans to, and direct investment in, a PRC subsidiary by offshore holding companies, and the fact that the PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to a PRC subsidiary or with respect to future capital contributions by us to a PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to conduct our business post-initial business combination and to capitalize or otherwise fund PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

~~PRC~~Our ~~regulations~~initial ~~relating~~business tocombination ~~offshore~~or ~~investment~~reincorporation ~~activities by PRC residents~~ may ~~limit~~result ~~our ability to inject capital~~ in ~~our~~taxes ~~Chinese~~imposed ~~subsidiaries and~~on ~~Chinese~~shareholders ~~subsidiaries’ ability to change their registered capital~~ or ~~distribute~~warrant ~~profits to the combined company or otherwise expose it or its PRC resident beneficial owners to liability and penalties under PRC laws~~holders.

InWe ~~July 2014~~may, ~~SAFE~~subject ~~promulgated~~to ~~the~~requisite ~~Circular~~shareholders’ onapproval ~~Relevant~~by ~~Issues~~special ~~Concerning~~resolution ~~Foreign~~under ~~Exchange~~the ~~Control~~Companies onAct, ~~Domestic~~effect ~~Residents’~~a ~~Offshore~~business combination with ~~Investment~~a ~~and~~target ~~Financing~~company ~~and~~in ~~Roundtrip~~another ~~Investment~~jurisdiction, ~~Through~~reincorporate ~~Special~~in ~~Purpose~~the ~~Vehicles~~jurisdiction in which the target company or business is located, or ~~SAFE~~reincorporate in ~~Circular~~another 37jurisdiction. ~~SAFE~~Such ~~Circular~~transactions 37may ~~requires~~result ~~PRC residents~~in ~~(including~~tax ~~PRC~~liability ~~individuals~~for ~~and~~our ~~PRC~~shareholders ~~corporate~~or ~~entities~~warrant asholders ~~well~~in asthe ~~foreign~~jurisdiction ~~individuals~~in which ~~that~~the ~~are~~target ~~deemed~~company asis ~~PRC~~located ~~residents~~or ~~for~~in ~~foreign exchange~~which ~~administration~~we ~~purpose)~~reincorporate. In the event of a reincorporation pursuant to ~~register~~our ~~with~~initial ~~SAFE~~business combination, orsuch ~~its~~tax ~~local~~liability ~~branches~~may inattach ~~connection~~prior ~~with~~to ~~their~~the ~~direct~~consummation orof ~~indirect~~redemptions ~~offshore~~of ~~investment activities.~~any ~~SAFE~~of ~~Circular~~our 37public isshares ~~applicable~~properly submitted to us ~~our~~for ~~shareholders~~redemption ~~who~~in ~~are~~connection ~~PRC~~with ~~residents~~such ~~and~~business ~~may~~combination. beWe ~~applicable~~do not intend to make any ~~offshore~~cash ~~acquisitions that~~distributions weto ~~make~~pay insuch ~~the future~~taxes.

~~Under~~Resources ~~SAFE~~could ~~Circular~~be ~~37,~~wasted ~~PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments~~ in ~~offshore~~researching ~~special~~business ~~purpose~~combinations ~~vehicles,~~that orare ~~SPVs,~~not ~~will be required to register such investments with SAFE or its local branches. In addition~~completed, ~~any~~ ~~PRC~~which ~~resident~~could ~~who~~materially isadversely aaffect ~~direct~~subsequent ~~or indirect shareholder of an SPV, is required to update its filed registration with the local branch~~attempts ~~of SAFE with respect~~ to ~~that~~locate ~~SPV,~~and toacquire ~~reflect any material change, including, among other things, any major change of a PRC resident shareholder, name~~ or ~~term~~merge of operation of the SPV, or any increase or reduction of the SPV’s registered capital, share transfer or swap, merger or division. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with ~~the~~another ~~local branch of SAFE~~business. If ~~any~~we ~~PRC~~do ~~shareholder~~not ofcomplete ~~such~~our ~~SPV~~initial ~~fails~~business ~~to make the required registration or to update the previously filed registration~~combination, ~~the~~our ~~subsidiary~~public ~~of such SPV in China~~ shareholders may bereceive ~~prohibited~~only ~~from~~approximately ~~distributing~~$10 ~~its~~per ~~profits or the proceeds from any capital reduction~~share, ~~share transfer~~ or ~~liquidation~~less tothan ~~the~~such ~~SPV,~~amount ~~and the SPV may also be prohibited from making additional capital contributions into its subsidiary~~ in ~~China.~~certain ~~On February 13~~circumstances, ~~2015, SAFE promulgated a Notice~~ on ~~Further~~the ~~Simplifying~~liquidation and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign exchange registration of ~~inbound~~our ~~foreign direct investments and outbound overseas direct investments, including those required under~~trust ~~SAFE Circular 37, will be filed with qualified banks instead of SAFE or its branches~~account. ~~The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.~~

We ~~cannot~~anticipate ~~provide~~that ~~assurance~~the ~~that~~investigation ~~our~~of ~~shareholders~~each ~~that~~specific ~~are~~target ~~PRC~~business ~~residents~~and atthe ~~all~~negotiation, ~~times~~drafting ~~comply~~and ~~with~~execution of relevant agreements, disclosure ordocuments inand ~~the~~other ~~future~~instruments ~~make~~will orrequire ~~obtain~~substantial ~~any~~management ~~applicable registrations~~time, orattention ~~approvals~~and ~~required~~substantial bycosts for accountants, attorneys, ~~SAFE~~consultants ~~Circular~~and 37others. orIf ~~other~~we ~~related~~decide ~~rules.~~not ~~Failure~~to orcomplete ~~inability~~a ofspecific ~~the~~initial ~~combined~~business ~~company’s PRC~~combination ~~resident~~(including ~~shareholders~~our toproposed ~~comply~~Business Combination with XDATA), the ~~registration~~costs ~~procedures~~incurred ~~set~~up ~~forth~~to inthat ~~these~~point ~~regulations~~for ~~may~~the ~~subject~~proposed ~~the~~transaction ~~combined~~likely ~~company~~would not be recoverable. Furthermore, if we reach an agreement relating to ~~fines~~a ~~and~~specific ~~legal~~target ~~sanctions~~business, ~~restrict~~we ~~its~~may ~~cross-border~~fail ~~investment~~to ~~activities,~~complete ~~limit~~our ~~the~~initial ~~ability~~business combination for any number of areasons, ~~wholly~~including ~~foreign-owned~~those ~~subsidiary~~ beyond our control. Any such event will result in ~~China~~a loss to ~~distribute~~us ~~dividends~~of ~~and~~ the ~~proceeds~~related ~~from~~costs ~~any~~incurred ~~reduction~~which incould materially ~~capital,~~adversely ~~share~~affect ~~transfer~~subsequent orattempts ~~liquidation,~~to locate and ~~the~~acquire ~~combined~~or ~~company may~~merge ~~also~~with beanother ~~prohibited~~business. ~~from~~If ~~injecting~~we ~~additional~~do ~~capital~~not ~~into~~complete ~~the~~our ~~subsidiary.~~initial business ~~Moreover~~combination, ~~failure~~our topublic ~~comply~~shareholders ~~with~~may receive only approximately $10 per share on the ~~various~~liquidation ~~foreign~~of ~~exchange~~our trust account. ~~registration~~In ~~requirements~~certain ~~described~~circumstances, ~~above~~our ~~could~~public ~~result~~shareholders inmay ~~liability~~receive ~~under~~less ~~PRC~~than ~~law~~$10 ~~for~~per ~~circumventing~~share ~~applicable~~on ~~foreign~~the ~~exchange~~redemption ~~restrictions~~of their shares. See “— AsIf athird ~~result~~parties bring claims against us, the ~~combined~~proceeds ~~company’s~~held ~~business~~in ~~operations~~the trust account could be reduced and the ~~combined~~per-share ~~company’s~~redemption ~~ability~~amount received toby ~~distribute~~shareholders ~~profits~~may tobe ~~you~~less ~~could be~~than ~~materially~~$10 per share” and ~~adversely~~other ~~affected~~risk factors below.

~~Furthermore,~~We asmay ~~these~~engage ~~foreign~~in ~~exchange~~a ~~regulations~~business ~~are~~combination ~~still~~with ~~relatively~~one ~~new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore~~ or ~~cross-border~~more ~~transactions,~~target ~~will~~businesses bethat ~~interpreted, amended~~have ~~and~~relationships ~~implemented~~with byentities ~~the~~that ~~relevant government authorities. For example, we~~ may be ~~subject to a more stringent review and approval~~affiliated ~~process~~ with ~~respect to~~ our ~~foreign exchange activities~~Sponsor, ~~such~~directors asor ~~remittance~~officers ~~of dividends and foreign currency-denominated borrowings,~~ which may ~~adversely~~raise ~~affect~~potential ~~our~~conflicts ~~financial condition and results~~ of ~~operations~~interest. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

In light of the involvement of our Sponsor, directors and officers with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, directors and officers. Certain of our directors and officers also serve as officers and/or board members for other entities. Such entities may compete with us for business combination opportunities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement that we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, regarding the fairness to our Company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our Sponsor, directors or officers, potential conflicts of interest still may exist. As a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

We may ~~consummate~~issue anotes ~~business~~or ~~combination~~other ~~with~~debt asecurities, ~~target~~or ~~business~~otherwise ~~based~~incur insubstantial ~~and~~debt, ~~primarily~~to ~~operating~~complete inan ~~China,~~initial ~~after~~business combination, which ~~the~~may adversely ~~PRC~~affect ~~subsidiaries of~~our ~~the~~leverage ~~combined~~and ~~company~~financial ~~will~~condition beand ~~subject~~thus tonegatively ~~restrictions~~impact onthe ~~dividend~~value ~~payments~~of our shareholders’ investment in us.

WeAlthough ~~may~~we ~~consummate~~have ano ~~business~~commitments ~~combination~~as ~~with~~of athe ~~target~~date ~~business~~of ~~based~~this inAnnual ~~and~~Report ~~primarily~~to ~~operating~~issue inany ~~China.~~notes ~~After~~or ~~such~~other ~~business~~debt ~~combination~~securities, ~~the~~ ~~combined~~or ~~company~~to ~~may~~otherwise ~~rely~~incur ondebt, we ~~dividends~~may ~~and~~choose ~~other distributions from the PRC subsidiaries of the combined company~~ to ~~provide~~incur itsubstantial ~~with cash~~debt ~~flow and~~ to ~~meet~~complete ~~its~~our ~~other~~initial ~~obligations~~business combination. ~~These~~We ~~dividends~~have oragreed ~~other~~that ~~distributions~~we towill benot ~~paid~~incur byany ~~the~~indebtedness unless ~~PRC~~we ~~subsidiaries~~have ~~arise~~obtained from the ~~combined~~ ~~company’s~~lender ~~entitlements~~a towaiver ~~substantially all~~ of ~~the~~any ~~economic~~right, ~~benefits~~title, ofinterest ~~the~~or ~~PRC~~claim ~~subsidiaries.~~of ~~Current~~any ~~regulations~~kind in ~~China would~~or ~~permit~~to the ~~combined~~monies ~~company’s~~held ~~PRC subsidiaries to pay dividends only out of their accumulated distributable profits, if any, determined~~ in ~~accordance~~the ~~with Chinese accounting standards and regulations~~trust account. InAs ~~addition~~such, ~~the~~no ~~combined~~issuance ~~company’s~~of ~~PRC~~debt ~~subsidiaries in China~~ will beaffect ~~required~~the ~~to set aside at least 10% of their after~~per-~~tax~~share ~~profits each year to fund their respective statutory reserves (up to an aggregate~~ amount ~~equal~~available tofor ~~half~~redemption offrom ~~their~~the ~~respective~~trust ~~registered capital)~~account. ~~Such cash reserve may not be distributed as cash dividends. In addition~~Nevertheless, if the ~~combined~~incurrence ~~company’s~~of ~~PRC subsidiaries incur~~ debt oncould ~~their~~have ~~own~~a ~~behalf~~variety inof ~~the~~negative ~~future~~effects, ~~the instruments governing the debt may restrict their ability to pay dividends or make payments to the combined company or its PRC subsidiaries, as applicable.~~including:

~~The M&A~~● ~~Rules~~default and ~~certain~~foreclosure ~~other~~on ~~PRC~~our ~~regulations~~assets ~~establish~~if ~~complex~~our ~~procedures~~operating ~~for~~revenues after an initial business combination are insufficient to repay our debt obligations; ● acceleration of our obligations to repay the indebtedness, even if we make all principal and interest payments when due, if we breach certain ~~acquisitions~~covenants that require the maintenance of ~~Chinese~~certain ~~companies~~financial byratios ~~foreign investors~~or reserves without a waiver or renegotiation of that covenant; ● our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; ● our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; ● our inability to pay dividends on our ordinary shares; ● using a substantial portion of our cash flow to pay principal and interest on our debt, which ~~could~~will reduce the funds available for dividends on our ordinary shares, if declared, our ability to pay expenses, make itcapital ~~more~~expenditures ~~difficult~~and acquisitions, and fund other general corporate purposes; ● limitations on our flexibility in planning for usand reacting to ~~pursue~~changes ain our business ~~combination~~and ~~with~~in athe ~~China-based~~industry ~~business~~in which we operate; ● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulations; ● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategies; and ● other disadvantages compared to our competitors who have less debt.

The M&A Rules adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce (the “MOFCOM”) be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that the anti-monopoly enforcement agency of the State Council (currently the “Anti-Monopoly Bureau of the State Administration for Market Regulation”) shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. On July 1, 2015, the National Security Law of China took effect, which provided that China would establish rules and mechanisms to conduct national security review of foreign investments in China that may impact national security. On March 15, 2019, the PRC National People’s Congress approved the Foreign Investment Law of China (the “Foreign Investment Law”), which came into effect on January 1, 2020, reiterates that China will establish a security review system for foreign investments. On December 19, 2020, the National Development and Reform Commission (the “NDRC”) and the MOFCOM jointly issued the Measures for the Security Review of Foreign Investments (the “New FISR Measures”), which was made according to the National Security Law and the Foreign Investment Law and became effective on January 18, 2021. The New FISR Measures further expand the scope of national security review on foreign investment compared to the existing rules, while leaving substantial room for interpretation and speculation.

In the future, we may pursue a business combination with a China-based business. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM, any other relevant PRC governmental authorities or their respective local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

~~Because~~We ~~the~~may ~~M&A~~complete ~~Rules~~one ~~permit~~business ~~the~~combination ~~government~~which ~~agencies~~will tocause ~~have~~us ~~scrutiny over the economics of an acquisition transaction and require consideration in a transaction~~ to be ~~paid~~solely ~~within~~dependent ~~stated~~on ~~time limits, if we target~~ a ~~PRC~~single ~~Target~~business ~~Company~~(such ~~for~~as aXDATA) ~~business~~which ~~combination, we~~ may ~~not~~have a belimited ~~able to~~number ~~negotiate~~of aservices ~~transaction~~and ~~that~~limited isoperating ~~acceptable~~activities. toThis ~~our~~lack ~~shareholders~~of ordiversification ~~sufficiently~~may ~~protect~~negatively ~~their~~impact ~~interests~~our inoperating aresults and ~~transaction~~profitability.

~~The~~We ~~M&A~~may ~~Rules~~effectuate ~~have~~our ~~introduced~~initial ~~aspects~~business ofcombination ~~economic~~with ~~and~~a ~~substantive~~single ~~analysis of the~~ target business ~~and~~or ~~the~~multiple ~~acquirer~~target ~~and~~businesses ~~the~~concurrently ~~terms~~or ofwithin ~~the~~a ~~transaction~~short byperiod ~~the~~of ~~MOFCOM~~time ~~and~~(as at the ~~other~~date ~~governing~~of ~~agencies~~this ~~through~~Annual ~~submissions~~Report, ofwe anonly ~~appraisal~~intend ~~report,~~to aneffectuate ~~evaluation~~a ~~report~~business ~~and~~combination ~~the~~with ~~acquisition~~a single target ~~agreement~~business, ~~all~~XDATA). ofHowever, ~~which~~we ~~form~~may ~~part~~not ofbe ~~the~~able ~~application~~to ~~for~~effectuate ~~approval,~~our ~~depending~~initial onbusiness ~~the~~combination ~~structure~~with ofmore ~~the~~than ~~transaction.~~one ~~The~~target ~~regulations~~business ~~also~~because ~~prohibit~~of avarious ~~transaction~~factors, atincluding anthe ~~acquisition~~existence ~~price~~of ~~obviously~~complex ~~lower~~accounting ~~than~~issues and the ~~appraised~~requirement ~~value~~that ofwe ~~the~~prepare ~~Chinese~~and ~~business~~file orpro ~~assets.~~forma ~~The regulations~~financial ~~require~~statements with the SEC that inpresent ~~certain~~operating ~~transaction~~results ~~structures,~~and the ~~consideration~~financial ~~must~~condition beof ~~paid~~several ~~within~~target ~~strict~~businesses ~~time~~as ~~periods,~~if ~~generally~~they ~~not~~had inbeen ~~excess of~~operated on a ~~year~~combined basis. InBy ~~asset~~completing ~~transactions~~our ~~there~~initial ~~must~~business becombination nowith ~~harm~~only ofa ~~third~~single ~~parties~~entity ~~and~~(such ~~the~~as ~~public~~XDATA), ~~interest~~our inlack ~~the allocation~~ of ~~assets~~diversification may ~~and~~subject ~~liabilities being~~us ~~assumed~~to ornumerous ~~acquired.~~economic, ~~These~~competitive ~~aspects~~and ofregulatory ~~the~~developments. ~~regulations~~Further, ~~will~~we ~~limit~~would ~~our~~not ~~ability~~be able to ~~negotiate~~diversify ~~various~~our ~~terms~~operations or ofbenefit afrom the possible ~~business combination~~spreading ~~with~~of arisks ~~PRC~~or ~~Target~~offsetting ~~Company~~of losses, ~~including~~unlike ~~aspects~~other ofentities ~~the~~which ~~initial~~may ~~consideration,~~have ~~contingent~~the ~~consideration,~~resources ~~holdback~~to ~~provisions,~~complete ~~indemnification~~several ~~provisions~~business ~~and~~combinations ~~provisions~~in ~~relating~~different toindustries ~~the~~or ~~assumption~~different ~~and~~areas ~~allocation~~ of ~~assets~~a ~~and~~single ~~liabilities~~industry. ~~Transaction~~In ~~structures involving trusts~~addition, ~~nominees~~we ~~and~~have ~~similar~~focused ~~entities~~and, ~~are~~should we ~~prohibited.~~be ~~Therefore,~~required weto ~~may~~seek ~~not~~another betarget ~~able~~business toif ~~negotiate~~our aproposed ~~transaction~~Business Combination with ~~terms~~XDATA ~~that will~~is ~~satisfy~~not ~~our~~consummated, ~~investors~~intend ~~and~~to ~~protect~~focus, our search ~~shareholders’~~for ~~interests~~an ininitial anbusiness ~~acquisition~~combination ofin a ~~PRC~~single ~~Target Company~~industry. Accordingly, the prospects for our success may be:

~~Enhanced scrutiny~~● ~~over~~solely ~~acquisition~~dependent ~~transactions~~upon bythe performance of a single business (such as XDATA), its properties or assets; and ● dependent upon the ~~PRC~~development ~~tax~~or ~~authorities~~market ~~may~~acceptance ~~have~~of a ~~negative~~single ~~impact~~or onlimited ~~potential~~number ~~acquisitions~~of weproducts, ~~may~~processes ~~pursue in~~or ~~the~~services ~~future~~.

~~The~~This ~~PRC~~lack ~~tax authorities have enhanced their scrutiny over the direct or indirect transfer~~ of ~~certain~~diversification ~~taxable~~may ~~assets,~~subject ~~including,~~us into ~~particular, equity~~numerous ~~interests in a PRC resident enterprise~~economic, bycompetitive ~~a non-resident enterprise by promulgating~~ and ~~implementing~~regulatory ~~SAT~~risks, ~~Circular~~any 59or ~~and~~all ~~Circular 698,~~of which ~~became~~may ~~effective~~have ina ~~January~~substantial adverse ~~2008,~~impact ~~and~~upon ~~Circular~~the 7particular industry in ~~replacement~~which ofwe ~~some~~may ofoperate ~~the~~subsequent ~~existing~~to ~~rules~~our ininitial ~~Circular~~business ~~698, which became effective in February 2015~~combination.

~~Under~~We ~~Circular~~may ~~698,~~attempt ~~where~~to aconcurrently ~~non-resident~~complete ~~enterprise~~business ~~conducts~~combinations anwith ~~“indirect~~multiple ~~transfer”~~prospective ~~by transferring the equity interests of a PRC “resident enterprise” indirectly by disposing of the equity interests of an overseas holding company~~targets, ~~the~~which ~~non-resident enterprise, being the transferor,~~ may behinder ~~subject~~our toability ~~PRC corporate income tax, if the indirect transfer is considered~~ to ~~be an abusive use of company~~complete ~~structure~~our ~~without~~initial ~~reasonable~~business ~~commercial~~combination ~~purposes.~~and Asgive arise ~~result, gains derived from such indirect transfer may be subject~~ to ~~PRC~~increased ~~tax~~costs ~~at a~~and ~~rate~~risks ~~of up to 10%. Circular 698 also provides~~ that, ~~where~~could anegatively ~~non-PRC~~impact ~~resident~~our ~~enterprise~~operations ~~transfers~~and its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transactionprofitability.

InAs ~~February~~of ~~2015,~~ the ~~SAT~~date ~~issued~~of ~~Circular~~this 7Annual toReport, ~~replace~~we ~~the~~only ~~rules~~intend ~~relating~~ to ~~indirect~~effectuate ~~transfers~~a inbusiness ~~Circular~~combination ~~698.~~with ~~Circular 7 has introduced~~ a ~~new~~single ~~tax~~target ~~regime~~business, ~~that is significantly different from that under Circular 698~~XDATA. ~~Circular~~If, 7however, we ~~extends~~determine ~~its tax jurisdiction~~ to ~~not~~concurrently ~~only~~acquire ~~indirect transfers~~several ~~set~~businesses ~~forth~~that ~~under~~are ~~Circular~~owned ~~698~~by ~~but~~different ~~also~~sellers, ~~transactions~~we ~~involving~~will ~~transfer~~need offor ~~other~~each ~~taxable assets, through the offshore transfer~~ of asuch ~~foreign~~sellers ~~intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how~~ to ~~assess reasonable~~ ~~commercial~~agree ~~purposes~~that ~~and~~our ~~has~~purchase ~~introduced~~of ~~safe~~its ~~harbors~~business ~~for~~is ~~internal~~contingent ~~group~~on ~~restructurings and~~ the ~~purchase~~simultaneous ~~and~~closings ~~sale~~ of ~~equity~~the ~~through~~other abusiness ~~public securities~~combinations, ~~market.~~which ~~Circular~~may 7make it ~~also~~more ~~brings~~difficult ~~challenges~~for tous, ~~both the foreign transferor~~ and ~~transferee~~delay ~~(or~~our ~~other~~ability, ~~person who is obligated~~ to ~~pay~~complete ~~for~~our ~~the~~initial ~~transfer)~~business ~~of the taxable assets~~combination. ~~Where~~We ado ~~non-resident~~not, ~~enterprise~~however, ~~conducts~~intend anto ~~“indirect transfer” by transferring~~purchase ~~the~~multiple ~~taxable~~businesses ~~assets~~in ~~indirectly~~unrelated byindustries ~~disposing~~in ofconjunction ~~the~~with ~~equity~~our ~~interests~~initial ofbusiness ancombination. ~~overseas~~With ~~holding~~multiple ~~company~~business combinations, we ~~the~~could ~~non-resident~~also ~~enterprise~~face ~~being the~~additional ~~transferor~~risks, orincluding ~~the~~additional ~~transferee,~~burdens orand ~~the~~costs ~~PRC~~with ~~entity~~respect ~~which~~to ~~directly~~possible ~~owned~~multiple ~~the~~negotiations ~~taxable~~and ~~assets~~due ~~may report to the relevant tax authority~~diligence ~~such~~investigations ~~indirect~~(if ~~transfer.~~there ~~Using~~are amultiple ~~“substance~~sellers) ~~over~~and ~~form” principle,~~ the ~~PRC~~additional ~~tax~~risks ~~authority~~associated ~~may~~with ~~disregard~~ the ~~existence~~subsequent assimilation of the ~~overseas~~ ~~holding company if it lacks a reasonable commercial purpose~~ operations and ~~was~~services ~~established~~or ~~for~~products ~~the purpose~~ of ~~reducing,~~the ~~avoiding~~acquired orcompanies ~~deferring PRC~~in ~~tax. As~~ a ~~result,~~single ~~gains~~operating ~~derived~~business. ~~from~~If ~~such~~we ~~indirect~~are ~~transfer~~unable ~~may be subject~~ to ~~PRC~~adequately ~~corporate~~address ~~income~~these ~~tax~~risks, ~~and the transferee or other~~ ~~person~~it ~~who~~could isnegatively ~~obligated~~impact toour ~~pay~~profitability ~~for~~and ~~the~~results ~~transfer is obligated to withhold the applicable taxes, currently at a rate~~ of ~~10% for the transfer of equity interests in a PRC resident enterprise~~operations.

~~The~~We ~~PRC~~may ~~tax~~attempt ~~authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7~~ to ~~make~~complete ~~adjustments~~our toinitial ~~the~~business ~~taxable~~combination ~~capital gains~~with ~~based~~a onprivate ~~the~~company ~~difference~~about ~~between~~which ~~the~~little ~~fair~~information ~~value~~is ofavailable, ~~the~~which ~~taxable assets transferred and the cost of investment. Although we currently~~may ~~have~~result ~~no plans to pursue any acquisitions~~ in ~~China~~a orbusiness ~~elsewhere~~combination inwith ~~the~~a ~~world,~~company ~~we may pursue acquisitions in the future~~ that ~~may~~is ~~involve complex~~not ~~corporate~~as ~~structures.~~profitable Ifas we ~~are~~suspected, ~~considered a non-resident enterprise under the PRC corporate income tax law and~~ if ~~the~~at PRC tax authorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 698 and Circular 7, our income tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and results of operationsall.

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

~~CAUTIONARY~~We ~~NOTE~~do ~~REGARDING~~not ~~FORWARD-LOOKING~~have ~~STATEMENTS~~a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree.

~~Some~~Our ~~statements~~amended ~~contained~~and inrestated ~~this~~certificate ~~report~~of ~~are~~incorporation ~~forward-looking~~does innot ~~nature.~~provide ~~Our~~a ~~forward-looking~~specified ~~statements~~maximum ~~include~~redemption threshold. As a result, ~~but~~we ~~are~~may be able to complete our initial business combination even though a substantial majority of our public stockholders do not ~~limited~~agree ~~to,~~with ~~statements~~the transaction ~~regarding~~and ~~our~~have redeemed their public shares or, ~~our~~if ~~management~~we ~~team~~seek shareholders’s ~~expectations,~~approval ~~hopes,~~of ~~beliefs,~~our ~~intentions~~initial orbusiness ~~strategies~~combination ~~regarding~~and do not conduct redemptions in connection with our initial business combination pursuant to the ~~future.~~tender Inoffer ~~addition~~rules, have entered into privately negotiated ~~any~~agreements ~~statements~~to ~~that~~sell ~~refer~~their shares to ~~projections~~our Sponsor, ~~forecasts~~officers, directors or ~~other~~their ~~characterizations~~affiliates. ofIn ~~future~~the ~~events~~event orthat ~~circumstances,~~the ~~including~~aggregate ~~any~~cash ~~underlying~~consideration ~~assumptions,~~we ~~are~~would ~~forward-looking~~be ~~statements.~~required ~~The~~to ~~words~~pay ~~“anticipate,”~~for ~~“believe,”~~all ~~“continue,”~~shares ~~“could,” “estimate,”~~that ~~“expect,”~~are ~~“intends,”~~validly ~~“may,”~~submitted ~~“might,”~~for ~~“plan~~redemption,” ~~“possible,” “potential,”~~plus ~~“predict,”~~any ~~“project,”~~amount ~~“should,”~~required ~~“would”~~to ~~and~~satisfy ~~similar~~cash ~~expressions~~conditions ~~may~~pursuant ~~identify~~to ~~forward-looking~~the ~~statements~~terms of the proposed initial business combination, ~~but~~exceeds the ~~absence~~aggregate amount of ~~these~~cash ~~words~~available ~~does~~to us, we will not complete ~~mean~~the ~~that~~initial abusiness ~~statement~~combination isor ~~not~~redeem ~~forward-looking.~~any ~~Forward-looking~~public shares, all shares submitted for redemption will be returned to the holders ~~statements~~thereof, inand ~~this~~we ~~report~~instead may ~~include,~~search for ~~example,~~an ~~statements~~alternate ~~about:~~business combination.

●In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments. We cannot assure you that we will not seek to amend our ~~ability~~amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination; that some of our shareholders may not support.

●In order ~~our~~to ~~success~~effectuate inan ~~retaining~~initial orbusiness ~~recruiting~~combination, orblank ~~changes~~check ~~required~~companies have, in the recent past, ~~our~~amended ~~officers~~various provisions of their charters and governing instruments. For example, ~~key~~blank ~~employees~~check companies have amended the definition of “business combination,” increased redemption thresholds and extended the time to consummate an initial business combination. We cannot assure you that we will not seek to amend our charter or ~~directors~~governing ~~following~~instruments, including to extend the time to consummate an initial business combination, in order to effectuate our initial business combination;.

●We may ~~our~~be ~~officers~~unable ~~and~~to ~~directors~~obtain ~~allocating~~additional ~~their~~financing ~~time~~ to ~~other~~complete ~~businesses~~our ~~and~~initial ~~potentially~~business ~~having~~combination ~~conflicts~~or ofto ~~interest~~fund ~~with~~the ~~our~~operations ~~business~~and orgrowth inof ~~approving~~a ~~our initial~~ target business ~~combination~~(including XDATA), aswhich acould ~~result~~compel ofus ~~which~~to ~~they~~restructure ~~would~~or ~~then~~abandon ~~receive~~a ~~expense~~particular ~~reimbursements;~~business combination.

●We may target businesses larger than we could acquire with the net proceeds of our ~~potential~~initial ~~ability~~public offering. As a result, we may be required to ~~obtain~~seek additional financing to complete such proposed Business Combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination; and seek an alternative target business candidate. Further, the amount of additional financing we may be required to obtain could increase as a result of growing future capital needs for any particular transaction, the depletion of our available funds outside the trust account in search of a target business, the obligation to repurchase for cash a significant number of public shares from public shareholders who elect redemption in connection with our initial business combination and/or the terms of negotiated transactions to purchase public shares in connection with our initial business combination. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business.

● our pool of prospective target businesses;

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

● our public securities’ potential liquidity and trading;

● the lack of a market for our securities;

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

● our 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.

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

The federal proxy rules require that a proxy statement with respect to a vote on an initial business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We would include the same financial statement disclosure in connection with any tender offer documents. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with the federal proxy or tender offer rules and complete our initial business combination within the prescribed timeframe.

We may issue shares to investors in connection with our initial business combination at a price that is less than the prevailing market price for our ordinary shares.

In connection with our initial business combination, we may issue shares to investors in private placement transactions at a price of $10 per share or which approximates the per-share amount in our trust account at such time. The purpose of such issuances will be to, among other things, provide sufficient working capital to the post-business combination entity. Depending upon the prevailing market price for our ordinary shares, the price of any shares we issue may be less, and potentially significantly less, than such price at the time of issuance.

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

Our units as well as our ordinary shares, rights and warrants commenced trading on Nasdaq on December 13, 2021 and January 18, 2022, respectively, and are currently traded on OTC Pink Open Market. Although after giving effect to our initial public offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution, share price levels and in our case, to consummate the initial business combination before the specified timeframe as required by the Nasdaq.

Generally, we must maintain market value of listed securities ($50 million), a minimum number of publicly held shares (1.1 million), a minimum market value of publicly held securities ($15 million), a minimum number of holders of our securities (generally 400 public holders) and have at least four registered and active market makers. On October 1, 2024, we received a letter from Nasdaq stating that the Company’s listed securities fail to comply with the Market Value of Listed Securities requirement for continued listing on the Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(A) (the “Rule”) based upon the Company’s Market Value of Listed Securities from August 12, 2024 to September 30, 2024. Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the Rule. The Company’s securities will be subject to delisting from Nasdaq if it failed to timely regain compliance with the Rule or may need to consider applying for a transfer to the Nasdaq Capital Market.

On December 16, 2024, Alpha Star received a written notice from the Listing Qualifications Department of Nasdaq stating that the Staff had determined that Alpha Star’s securities would be delisted from Nasdaq pursuant to Nasdaq Listing Rule IM-5101-2, since Alpha Star failed to complete its initial business combination by December 13, 2024. Nasdaq Rule IM 5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Nasdaq Rule IM 5810-1 provides that Nasdaq will inform a company that its securities are immediately subject to suspension and delisting in the event that the company fails to comply with rule IM 5101-2. Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2. Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule, which is unlikely if Nasdaq provides the delisting determination letter after the 36-month window. Since Alpha Star failed to complete its initial business combination by December 13, 2024, its securities were suspended from trading on Nasdaq at the opening of business on December 23, 2024. Alpha Star’s securities will be removed from listing and registration on Nasdaq following the filing of a Form 25-NSE with the SEC. Following the suspension of trading on Nasdaq, Alpha Star currently has its units, ordinary shares, rights and warrants traded on the OTC Pink Open Market under the symbols “ALSUF,” “ALSAF,” “ALSTF,” and “ALSWF,” respectively. Alpha Star remains subject to the periodic reporting requirements of the Exchange Act. The delisting from Nasdaq does not affect Alpha Star’s business combination with XDATA, as both parties intend to continue to work to effectuate the closing of the business combination. The combined company will apply for listing of its securities on the Nasdaq Stock Market in connection with the closing of the business combination.

On December 27, 2024, Alpha Star held an Extraordinary General Meeting of its shareholders and approved the proposal to extend the date by which it must consummate a business combination to June 15, 2025. In connection with the shareholders meeting to vote for such extension, the public shares are entitled to exercise the redemption right and 880,335 public shares tendered for redemption. The total redemption payment was $10,819,317.15 and were distributed in January 2025. Following the redemptions, there are 22,664 public shares outstanding. Alpha Star intends to deposit the monthly extension fees of $35,000 per month into the Trust Account, for such extension to June 15, 2025. If Alpha Star is unable to complete the Business Combination or another business combination by June 15, 2025, Alpha Star must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating.

Additionally, in connection with our initial business combination, we expect to be required to demonstrate compliance with the initial listing requirements of Nasdaq or another national securities exchange, which are generally more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. We cannot assure you that we will be able to meet those initial listing requirements at that time.

Risks Relating to the Post-Business Combination Company

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

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will reveal all material issues that may be present inside a particular target business (including XDATA), that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other financial or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance our initial business combination. Accordingly, any public shareholders who choose to remain shareholders following the initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination constituted an actionable material misstatement or omission.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place, which could materially and adversely affect our business, financial conditions and result of operations.

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

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

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

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duties owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

Risks Relating to Acquiring and Operating a Business in Foreign Countries

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

In connection with the proposed Business Combination with XDATA, we will be, and if we do not complete the proposed Business Combination and pursue another target company with operations or opportunities outside of the United States for our initial business combination, we would be, subject to risks associated with cross-border business combinations, including but not limited to investigating, agreeing to and completing the proposed Business Combination or another initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect the proposed Business Combination with XDATA, or another initial business combination with a company with operations or opportunities outside of the United States, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

	●	costs and difficulties inherent in managing cross-border business operations;

	●	rules and regulations regarding currency redemption;

	●	complex corporate withholding taxes on individuals;

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

	●	exchange listing and/or delisting requirements;

	●	tariffs and trade barriers;

	●	regulations related to customs and import/export matters;

	●	local or regional economic policies and market conditions;

	●	unexpected changes in regulatory requirements;

	●	longer payment cycles;

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

	●	currency fluctuations and exchange controls;

	●	inflation rates;

	●	challenges in collecting accounts receivable;

	●	cultural and language differences;

	●	employment regulations;

	●	underdeveloped or unpredictable legal or regulatory systems;

	●	corruption;

	●	protection of intellectual property;

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

	●	regime changes and political upheaval;

	●	terrorist attacks, natural disasters and wars; and

	●	deterioration of political relations with the United States.

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete the proposed Business Combination or such other initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.

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

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

In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business opportunities or capital.

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

We are subject to rules and regulations of various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under the applicable laws. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

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

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

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

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

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

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

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

We are a ~~SPAC~~special purpose acquisition company with no business operations. Since our ~~IPO~~initial public offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates for business combination. Therefore, we do not consider that we face significant cybersecurity ~~risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of~~ risks ~~from cybersecurity threats, if there is any~~. ~~We have not encountered any cybersecurity incidents since our IPO.~~

We have not adopted any cybersecurity risk management program or formal procedures for assessing cybersecurity risks. Our management is generally responsible for assessing and managing any cybersecurity threats. If and when any reportable cybersecurity incident arises, our management shall promptly report such matters to our Board for further actions, including the implementation of mitigation measures or other response or actions that the Board deems appropriate to take.

Since the completion of our initial public offering and as of the date of this Annual Report on Form 10-K, we have not experienced any cybersecurity threats that have materially affected, or that we believe are reasonably likely to materially affect, us, including our business strategies, results of operations, or financial condition.

Item 2. Properties

We currently maintain our executive offices at 80100 ~~Broad~~Church Street, ~~5th~~8th Floor, New York, NY ~~10004~~10007. The cost for this space is included in in the $10,000 per month fee that we will pay our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

Item 3. Legal Proceedings

As of December 31, ~~2023~~2024, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 4. Mine Safety Disclosures

Not ~~Applicable~~applicable.

2833

PART II

~~ITEM~~Item 5. ~~MARKET~~Market ~~FOR~~for ~~REGISTRANT~~Registrant’Ss ~~COMMON~~Common ~~EQUITY~~Equity, ~~RELATED~~Related ~~SHAREHOLDER~~Shareholder ~~MATTERS~~Matters ~~AND~~and ~~ISSUER~~Issuer ~~PURCHASES~~Purchases OFof ~~EQUITY~~Equity ~~SECURITIES~~Securities

Our units ~~are~~started ~~currently~~trading ~~traded~~ on The Nasdaq Global Market under the symbol “ALSAU” ~~and started trading~~ on ~~The Nasdaq Global Market on~~ December 13, 2021. ~~The~~Our ordinary shares, rights and warrants began separate trading on January 18, 2022, under the symbols “ALSA,” “ALSAR” and “ALSAW” respectively. On December 16, 2024, we received a written notice from the Listing Qualifications Department of Nasdaq stating that the Staff had determined that our units, ordinary shares, rights and warrants would be delisted from Nasdaq pursuant to Nasdaq Listing Rule IM-5101-2, since we failed to complete our initial business combination by December 13, 2024. As such, our securities were suspended from trading on Nasdaq at the opening of business on December 23, 2024. Our securities will be removed from listing and registration on Nasdaq following the filing of a Form 25-NSE with the SEC. Following the suspension of trading on Nasdaq, our units, ordinary shares, rights and warrants are currently traded on the OTC Pink Open Market under the symbols “ALSUF,” “ALSAF,” “ALSTF,” and “ALSWF,” respectively.

Stockholders of Record

AtAs of December 31, ~~2023~~2024, ~~there were 334~~339,~~881~~131 of our units were issued and outstanding held by 2 stockholders of record. Assuming all units have ~~been~~ been separated into ordinary shares, rights and warrants, atas of December 31, ~~2023~~2024, there were 11,~~933~~830,~~622~~000 ordinary shares issued and outstanding ~~held~~ held by 43 stockholders of record, 11,~~495~~490,~~119~~869 of our rights issued and outstanding held by 1 stockholder of record, and 11,~~495~~490,~~119~~869 warrants issued and outstanding held by 1 stockholder of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of any of our securities whose securities are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividends

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

Recent Sales of Unregistered Securities

None.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

2934

Use of Proceeds

The registration statement for our initial public offering was declared effective by the Securities and Exchange Commission on December 13, 2021. We completed our initial public offering on December 15, 2021. In our initial public offering, we sold units at an offering price of $10.00 and consisting of one ordinary share, one right and one redeemable warrant. Each right entitles the holders thereof to receive one seventh (1/7) of one ordinary shares upon the consumption of the initial business combination. Each warrant entitles the holder thereof to purchase one-half of one ordinary share. We will not issue fractional shares in connection with the exercise of the warrants.

Transaction costs related to our ~~IPO~~initial public offering amounted to $5,669,696, consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees and $494,696 of other offering costs. A total of $115,000,000, comprised of $112,700,000 of the proceeds from the ~~IPO~~initial public offering (which amount includes up to $2,875,000 of the underwriter’s deferred discount) and $2,300,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account, established by VStock Transfer LLC, our transfer agent and maintained at Wilmington Trust, National Association, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination,; (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 9 months from the closing of the ~~IPO~~initial public offering (or up to 21 months from the closing of the ~~IPO~~ initial public offering if we extend the period of time to consummate a business combination), or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity,; and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination by ~~September~~June 15, ~~2024~~2025.

For the year ended December 31, ~~2023~~2024, net cash used in operating activities was ~~$235,925~~nil. AtAs of December 31, ~~2023~~2024, the Company had working capital deficit of $6743,~~191,522, included the over-withdraw of $15,000 from Marketable Security held in trust~~201.

~~ITEM~~Item 6. ~~RESERVED~~Reserved

Not applicable.

3035

~~ITEM~~Item 7. ~~MANAGEMENT~~Management’Ss ~~DISCUSSION~~Discussion ~~AND~~and ~~ANALYSIS~~Analysis OFof ~~FINANCIAL~~Financial ~~CONDITION~~Condition ~~AND~~and ~~RESULTS~~Results OFof ~~OPERATIONS~~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~~various factors, including those set forth under “~~Special~~Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company incorporated in the Cayman Islands on March 11, 2021 which formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar ~~Business~~business ~~Combination~~combination with one or more businesses. We intend to ~~effectuate~~ effectuate our ~~Business~~business ~~Combination~~combination using cash derived from the proceeds of the ~~Initial~~initial ~~Public~~public ~~Offering~~offering and the sale of the Private Units, our shares, debt or a combination of cash, shares and debt.

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

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through December 31, ~~2023~~2024 were organizational activities, those necessary to prepare for the ~~Initial~~initial ~~Public~~public ~~Offering~~offering, described below, and identifying apotential target ~~company~~companies ~~for~~and signing a Business Combination Agreement with XDATA in connection with the proposed Business Combination after the ~~Initial~~initial ~~Public~~public ~~Offering~~offering. We do not expect to generate any operating revenues until after the completion of our initial ~~Business Combination~~business combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the ~~Initial~~initial public ~~Public Offering~~offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a ~~Business Combination~~business combination.

For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, we had a net income of $41,~~924~~344,~~098~~563 and $14,~~107~~924,~~130~~098 which consisted of formation and operational costs of $~~435~~913,~~287~~909 and $~~587~~435,~~614~~287, interest income on marketable securities held in the trust account of $42,~~911~~217,~~035~~105 and $14,~~312~~911,~~585~~035, other income of $~~350~~0 and $5350, and unrealized gain on marketable securities held in trust account of $~~448~~41,~~000~~367 and $~~382~~448,~~154~~000, respectively. ~~The~~ The formation and operational costs mainly consisted ~~with~~of administrative expenses to the sponsor and professional expense. The other ~~income~~ income and unrealized gain on marketable securities ~~are~~ consist with mainly tax-exempt interest income.

Liquidity and Capital Resources

On December 15, 2021, we consummated the ~~Initial~~initial ~~Public~~public ~~Offering~~offering of 11,500,000 Units, generating gross proceeds of $115,000,000. ~~Simultaneously~~Concurrently with the closing of the ~~Initial~~initial ~~Public~~public ~~Offering~~offering, we consummated the sale of 330,000 Private Units to the Sponsor at a price of $10.00 per Private Unit generating gross proceeds of $3,300,000.

Following the ~~Initial~~initial ~~Public~~public ~~Offering~~offering and the sale of the Private Units, a total of $115,000,000 was placed in the Trust Account. We incurred $5,669,696 in transaction costs, including $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees and $494,696 of other offering costs.

3136

For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, net cash (used in) operating activities was $(~~235~~243,~~925~~395) and $(~~276~~235,~~867~~925), which mainly ~~consist~~consisted of net income of $41,~~924~~344,~~098~~563 and $14,~~107~~924,~~130~~098, interest earned in investments of $(52,~~359~~258,~~035~~472) and $(15,~~694~~359,~~739~~035) and, ~~Prepaid~~prepaid expense $11,000 and $(12,500) ~~and 142~~,~~192,~~ and ~~Due~~due to ~~related~~Sponsor ~~party~~ of $~~190~~529,~~963~~ 702 and $21190,~~697~~963. Net cash provided by ~~(used in)~~ investing activities was $2192,~~997~~737,~~189~~281 and $(121,~~533~~997,~~332)~~189, which mainly ~~consist~~ consisted of $93,382,281 and $26,094,884 ~~and nil~~ sales of investment in the marketable securities held in Trust Account in purpose to repay the redemption and net off with $(4630,~~112,695~~000) and $(14,~~533~~112,~~332~~695) monthly extension fund ~~reinvest~~reinvestment. Net cash (used in) ~~provided by~~ financing activities iswas $(2192,~~872~~493,~~255~~886) and $1(21,~~533~~872,~~332~~255) which mainly ~~consist~~ consisted of $(93,382,281) and $(26,094,884) ~~and nil~~ cash withdrawn from the Trust Account to redeem public shares and net off with $4888,~~222,629~~395 and $14,~~533~~222,~~332~~629 drawdown from promissory ~~note~~notes and Sponsor loan.

AtAs of December 31, ~~2023~~2024 and ~~2022~~2023, we had investments held in the Trust Account of $~~101~~11,~~590~~111,~~662~~853 and $~~118~~101,~~228~~590,~~816~~662. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our ~~Business~~business ~~Combination~~combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a ~~Business~~business ~~Combination~~combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

AtAs of December 31, ~~2023~~2024 and ~~2022~~2023, we had cash of $nil and $~~110,991~~nil held outside of the Trust Account. We intend to use the funds held ~~outside~~ outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business ~~Business Combination~~combination.

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

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

~~The Company had issued the following promissory notes (inclusively the “Note”):~~37

OnThe Company ~~September~~had ~~13,~~issued ~~2022, December 13, 2022. March 13, 2023 and September 20, 2023~~ the ~~Company~~following ~~issued a~~ promissory ~~note (the~~notes ~~“First Note”~~(collectively, ~~“Second~~the ~~Note”,~~ “~~Third Note~~Notes” ~~and “Fourth Note”~~) in the principal amount of up to $1,000,000, $1,300,000, $2,500,000 and $2,500,000 respectively, to the Sponsor, pursuant to which the Sponsor shall loan to the Company up to the related amount to pay the extension fee and transaction cost. The Notes are repayable in full upon the date of the consummation of the Company’s initial business combination pursuant to the amendment of the Notes. The Notes have no conversion feature, no collateral and bear no interest.:

32On September 13, 2022, December 13, 2022. March 13, 2023 and September 20, 2023 the Company issued four promissory notes in the principal amount of up to $1,000,000, $1,300,000, $2,500,000 and $2,500,000 respectively, to the Sponsor, pursuant to which the Sponsor shall loan to the Company up to the related amount to pay the extension fee and transaction cost. The Notes are repayable in full upon the date of the consummation of the Company’s initial business combination pursuant to the amendment of the Notes. The Notes have no conversion feature, no collateral and bear no interest.

~~The~~On ~~issuance~~August of26, 2024, the ~~Notes~~Company ~~were~~entered ~~made~~into ~~pursuant~~a toloan agreement (the ~~exemption~~“Loan ~~from~~Agreement”), ~~registration~~by ~~contained~~and inamong ~~Section~~the ~~4(a)(2)~~Company ofand Sponsor, pursuant to which the ~~Securities~~Sponsor ~~Act~~agreed to loan an aggregate of ~~1933~~US$1.5 million to the Company, to cover the Company’s certain transaction ascosts ~~amended~~and extension fee (the “Loan”). ~~Sponsor~~The ~~promissory~~Loan ~~notes~~will ~~balances~~not ~~were~~accrue ~~$5,755,961~~any ~~and~~interest. ~~1,533,332~~Pursuant asto ofthe ~~December~~Loan 31Agreement, ~~2023~~the ~~and~~Loan ~~2022~~shall be ~~respectively~~payable on the date on which the Company consummates its initial business combination.

~~We believe~~On weSeptember ~~will~~25, ~~need~~2024, the toCompany ~~raise~~entered ~~additional~~into ~~funds~~supplementary inagreements ~~order~~with its Sponsor, pursuant to ~~meet~~which the ~~expenditures~~Sponsor ~~required~~agrees ~~for~~to ~~operating~~waive ~~our~~the ~~business.~~principal Ifbalance ~~our estimate~~ of the ~~costs~~Notes ofand ~~identifying~~the aLoan ~~target~~with ~~business,~~a ~~undertaking~~total ~~in-depth~~amount ~~due~~of $6,245,961 ~~diligence~~ and ~~negotiating~~$746,270, arespectively. ~~Business~~After ~~Combination are less than~~ the ~~actual~~waiver, ~~amount~~as ~~necessary~~of toDecember ~~do so~~31, we2024 ~~may~~and ~~have~~2023, ~~insufficient~~the ~~funds~~balance ~~available~~of toNotes ~~operate~~payable ~~our business prior~~ to ~~our initial Business~~Sponsor ~~Combination.~~was ~~Moreover~~$140,000 weand ~~may~~$5,755,961, ~~need~~respectively toand, ~~obtain~~loan ~~additional~~payable ~~financing either~~ to ~~complete~~Sponsor ~~our~~was ~~Business~~$254,488 ~~Combination~~and ~~or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination~~$212,660, ~~in which case we may issue additional securities or incur debt in connection with such Business Combination~~respectively.

We believe we will need to raise additional funds in order to meet the expenditures required for operating our business. 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 initial business combination. 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 completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such business combination.

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

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for certain general and administrative services, including office space, utilities and administrative services, provided to the Company. We began incurring these fees on December 15, 2021 and will continue to incur these fees monthly until the earlier of the completion of a ~~Business~~business ~~Combination~~combination or the Company’s liquidation.

The underwriters are entitled to a deferred fee of two and one-half percent (2.5%) of the gross proceeds of the ~~Initial~~initial ~~Public~~public ~~Offering~~offering, or $2,875,000. The deferred fee will be paid in cash upon the closing of a ~~Business~~business ~~Combination~~combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

3338

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the ~~United~~ United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities atas of the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates. We have identified the following critical accounting policies:

Warrants

The Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants are classified in stockholders’ equity as of December 31, ~~2023~~2024 and ~~2022~~2023.

Ordinary Shares Subject to Redemption

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

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

Basic and diluted net income (loss) per share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings 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 ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.

The calculation of diluted net income (loss) per ordinary shares and related weighted average of the ordinary shares does not consider the effect of the warrants and rights issued in connection with the (i) ~~Initial~~initial ~~Public~~public ~~Offering,~~offering; and (ii) the private placement since the exercise of the warrants and rights are contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,915,000 shares of ordinary shares in the aggregate, and the rights are exercisable to convert 1,690,000 shares of ordinary shares in the aggregate. As of December 31, ~~2023~~2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company other than above. As a result, diluted net income (loss) per ordinary shares is the same as basic net income (loss) per ordinary shares for the periods presented.

3439

Recent accounting standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our interim condensed 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. Following the ~~consummation~~completion of our ~~Initial~~initial ~~Public~~public ~~Offering~~offering, the net proceeds of our ~~Initial~~initial ~~Public~~public ~~Offering~~offering, including amounts in the Trust Account, have been invested in certain U.S. government securities 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~~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

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, ~~2023~~2024. Based upon their evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of December 31, ~~2023~~2024.

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

We have identified a material weakness in our internal control over financial reporting as of December 31, ~~2023~~2024, relating to ineffective review and approval procedures over journal entries and financial statement preparation which resulted in errors not being timely identified in previously issued financial statements, such as the misclassification of the trust account balance and deferred underwriting commissions payable as current assets and current liabilities instead of non-current assets and non-current liabilities, respectively. We concluded that the failure to timely identify such accounting errors constituted a material weakness as defined in the SEC regulations. As such, management determined that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of December 31, ~~2023~~2024.

3540

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

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act (as defined in Rules 13a-15(e) and 15- d-15(e) under the Securities Exchange Act of 1934, as amended), our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting 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,

	(1)	pertain to the maintenance of records that, in reasonable details, 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.

~~(2)~~Because of ~~provide~~its ~~reasonable~~inherent ~~assurance~~limitations, ~~that~~internal ~~transactions~~control ~~are~~over ~~recorded~~financial asreporting ~~necessary~~may tonot ~~permit~~prevent ~~preparation~~or ofdetect ~~financial~~errors ~~statements~~or misstatements in ~~accordance~~our ~~with~~financial statements. ~~GAAP~~Also, ~~and~~projections ~~that~~of ~~our~~any ~~receipts~~evaluation ~~and~~of ~~expenditures~~effectiveness to future periods are ~~being~~subject ~~made~~to ~~only~~the risk that controls may become inadequate because of changes in ~~accordance~~conditions, or that the degree or compliance with ~~authorizations~~the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making these assessments, management used the criteria as set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and ~~directors~~those criteria, ~~and~~management determined that our internal control over financial reporting as of December 31, 2024 was not effective.

(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, 2023. 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, 2023 was not effective.

This Annual Report on Form 10-K does not include an attestation report of internal controls from 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

Other than as discussed above, there has been no change in our internal control over financial reporting that has materially affected, or is 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.

3641

PART III

Item 10. ~~DIRECTORS~~Directors, ~~EXECUTIVE~~Executive ~~OFFICERS~~Officers ~~AND~~And ~~CORPORATE~~Corporate ~~GOVERNANCE.~~Governance

Our current directors and executive officers are as ~~follows~~follow:

Name	Age	Title
Zhe Zhang	4849	Chairman, Chief Executive Officer and Director
Guojian Chen	3031	Chief Financial Officer and Director
Patrick Swint	5556	Independent Director
Xiaofeng Zhou	4142	Independent Director
Huei-Ching Huang	5556	Independent Director

Zhe Zhang serves as our Chairman and Chief Executive Officer since April 2021. From August 2018 to February 2020, Mr. Zhang served as an independent director of TKK Symphony Acquisition Corporation. Since May 2013, Dr. Zhang has been a ~~Founding~~founding ~~Partner~~partner of SIFT Capital, an asset manager licensed by the Securities and Futures Commission (“SFC”) of Hong Kong and China Securities Regulatory Commission (“CSRC”). Since February 2019, Dr. Zhang has also been the CEO of Still Waters Green Technology Limited, an asset management company based in London, specializing in the development and management of renewable energy and power generation assets. Prior to that, from January 2000 to April 2013, he was an ~~Executive~~executive ~~Director~~director at Goldman Sachs Beijing, where he was a member of the Supervisory Board of Goldman’s Beijing Office and led multiple overseas acquisitions by Chinese state-owned enterprises and listed companies. He is experienced with fund formation, equity investment and portfolio management. Before entering the private sector, Dr. Zhang had spent 14 years with MOFCOM including as a diplomat stationed in Europe. He is licensed as a Responsible Officer for Asset Management under the SFC of Hong Kong, as well as ~~the~~ licensed to practice as a professional ~~respectively~~ for securities, futures and fund management respectively in China. Dr. Zhang holds a Ph.D. degree from China University of International Business and Economics, Master degrees from both Peking University (LL.M.) and Oxford University (Magister Juris), and a Bachelor degree from Shanghai Institute of Foreign Trade (B.A.). He currently sits on the board of China Oxford Scholarship Fund and is involved in the process for scholarship awardee selection every year.

Guojian Chen serves as our Chief Financial Officer and director since March 2021. Mr. Chen serves as an independent director of Venus Acquisition Corporation since February 2021. Mr. Chen serves as the ~~Secretary~~secretary of ~~Board~~the board of directors of Beijing ChinaReel Art Exchange Inc., a leading copyright operator focusing on high-quality video content, since May 2020, where he is in charge of investor relations and corporate finance matters for the company. Mr. Chen served as a director of Beijing Zhongqixinhe Enterprise Management Consulting Co., Ltd., a financial advisory firm with focuses on financial, real estate and TMT industry from May 2019 to May 2020. Mr. Chen served as an analyst of Zhongrong Huitong Investment Fund Management (Zhuhai) Co., Ltd. from July 2018 to May 2019. Mr. Chen received his Bachelor of Management degree from Renmin University of China in 2015, and Master of Finance from the University of Chinese Academy of Sciences in June 2018.

Xiaofeng Zhou serves as an independent director of our Company since December 2021. Ms. Zhou serves as the ~~Managing~~managing ~~Director~~director and founder of Hainan Genyuan Investment Corp. since October 2020. From September 2019 to October 2020, Ms. Zhou served as ~~Senior~~the ~~Strategic~~senior ~~Consultant~~strategic consultant for Nanjing Travel Group. Prior to that, from September 2006 to September 2019, Ms. Zhou served as the director, ~~Vice~~vice ~~President~~president and ~~Secretary~~ secretary of the ~~Board~~ board of directors for Tempus International Commercial Services Corp., a company listed inon The Stock Exchange of Hong Kong Limited and Shenzhen Stock ~~market~~Exchange . Ms. Zhou received her LL.B. degree from Shenzhen University in 2004.

3742

Patrick Swint serves as an independent director of our Company since October 2022. Major Patrick J. Swint has served as a ~~Board~~board ~~Member~~member at Roberts & Ryan, a Service Disabled Veteran Owned Broker Dealer (SDVO) based in New York City, since December 2020. He founded and served as the CEO of Knightsbridge Ventures in August 2017, a Registered Investment Advisor to syndicate capital from USU.S. ~~Accredited~~ accredited investors to co-invest in European private equity and real estate with European family offices. Mr. Swint is the founder and current CEO of Salsa Properties LLC, a property development and real estate portfolio management company with over 20-year history. Mr. Swint has previously worked for Drexel Hamilton and Academy Securities, the top New York City SDVO Broker Dealers, in investment banking, specifically capital raising , merger and ~~M&A~~acquisition. He performed an internship in International Treasury with FMC corporation in Philadelphia whilst studying for his FINRA series 7 and 79 examinations in the Wall Street War Fighters Program in Philadelphia in 2012. He ishas retired from a successful civilian career in orthopedic surgery for 12 years. Major Swint ishas retired from a military career spanning for 21 years during which he served as a medic in the US Army Special Forces, as a ~~Detachment~~detachment ~~Medic~~medic for a counter-drug Special Operations Detachment, and as an ~~Orthopedic~~orthopedic ~~Surgery Consultant~~surgery consultant in the US Air Force. Major Swint was recognized for his career of military service by a Resolution of the Texas Senate in 2011 and was awarded an Admiral’s Commission in the Texas Navy in 2014 (Texas’ highest civilian award) by the then Governor of Texas Rick Perry. Mr. Swint received a BABachelor of Arts degree from the University of Texas at Austin in Political Science/Latin American Studies in 1993, a BSBachelor of Science degree of Physician Assistant Studies from the UT Health Sciences Center San Antonio in 1996, a Medical Degree (MS) from the University of Nebraska Medical Center (Summa Cum Laude) in 1999 and an MBA from the University of Chicago Booth School of Business in Private Equity Finance in 2016. He has passed the FINRA Series 7, 63, 65 and 79 examinations. He is a member of the Urban Land Institute (ULI) and a ~~Member~~ member of the UK Chartered Institute ~~For~~for Securities and Investments (CISI). Mr. Swint was granted the City of London Freedom in 2016. Mr. Swint is currently a ~~Freeman~~freeman of the City of London International Bankers Livery Company, a ~~Freeman~~freeman of the City of London Guild of Investment Managers, a ~~Freeman~~freeman of the Society of Apothecaries Livery, and a ~~Founding~~founding freeman ~~Freeman~~ of the City of London Guild of Entrepreneurs. He is an active member in London of the Royal Automobile Club, the Royal Air Force Club, the City Livery Club and the Special Forces Club. Mr. Swint is a ~~Life~~life ~~Member~~member of the University of Texas Alumni Association and the US Army Special Forces Association. Mr. Swint recently founded the Excalibur Foundation to support the transition of severely disabled special ~~Special~~operations ~~Operations~~veterans ~~Veterans~~ in the United Kingdom into finance and entrepreneurial roles.

Huei-Ching (Tina) Huang serves as an independent director since December 2021. Ms. Huang founded and has served as director of AGC Capital Securities Pty Ltd since April 2014. AGC Capital is a financial advisory service company based in Sydney and licensed in Australia. Ms. Huang leads AGC Capital’s operation in Australia and Asia Pacific, primarily focusing on initial public offerings, funds management, corporate finance, mergers and acquisitions and direct investments. From February 2021 to Present, Ms. Huang also serve as a director of Wall St. Trust Limited based in Hong Kong, which is a licensed entity of ~~Securities & Futures Commission of Hong Kong (~~SFC). Prior to AGC Capital, from February 2012 to May 2013, Ms. Huang worked for KPMG as a director of Information Risk Management. Ms. Huang received her a LLB degree from the School of Law of Soochow University in June 1992. We believe Ms. Huang is well-qualified to serve as a member of the Board because of her financial experiences in capital markets.

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

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

3843

Director Independence

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

Committees of the Board ~~of Directors~~

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

The members of our ~~audit~~Audit ~~committee~~Committee are ~~Messrs~~Ms. Xiaofeng Zhou, Mr. Patrick Swint and Ms. Huei-Ching (Tina) Huang. Ms. Huang serves as ~~chairman~~a ofchairman of the ~~audit~~Audit ~~committee~~Committee. Each member of the ~~audit~~Audit ~~committee~~Committee is financially literated and our Board ~~of Directors~~ has determined that Ms. Huang ~~qualifies~~ qualifies as an “audit committee financial expert” as defined in the applicable SEC rules.

~~The~~We ~~members~~have ofadopted ~~our~~an ~~Compensation~~audit ~~Committee~~committee ~~are Messrs. Xiaofeng Zhou~~charter, ~~Patrick~~which ~~Swint~~details ~~and~~the ~~Huei-Ching~~principal ~~(Tina)~~functions ~~Huang. Ms. Zhou serves as chairman~~ of the ~~compensation~~audit committee., including:

~~The~~● ~~members~~the ofappointment, ~~our~~compensation, ~~Nominating~~retention, ~~Committee~~replacement, ~~are~~and ~~Messrs.~~oversight ~~Xiaofeng~~of ~~Zhou,~~the ~~Patrick~~work ~~Swint~~of ~~and~~the ~~Huei-Ching~~independent ~~(Tina)~~auditors ~~Huang.~~and ~~Ms.~~any ~~Huang~~other ~~serves~~independent registered aspublic ~~chairman of~~accounting ~~the~~firm ~~Nomination~~engaged ~~committee.~~by us;

~~Item~~● ~~11.~~pre-approving ~~EXECUTIVE~~all ~~COMPENSATION.~~audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

No● ~~executive~~reviewing ~~officer~~and ~~has~~discussing ~~received~~with ~~any~~the ~~cash~~independent ~~compensation~~auditors ~~for~~all ~~services~~relationships ~~rendered~~the toauditors ushave ~~during~~with ~~the~~us ~~year~~in ~~ended~~order ~~December~~to ~~31,~~evaluate ~~2023.~~their continued independence;

● setting clear hiring policies for employees or former employees of the independent auditors;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

● obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

The members of our Compensation Committee are Ms. Xiaofeng Zhou, Mr. Patrick Swint and Ms. Huei-Ching (Tina) Huang. Ms. Zhou serves as a chairman of the Compensation Committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

● reviewing and approving the compensation of all of our other officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation equity-based remuneration plans;

● assisting management in complying with our proxy statement and annual report disclosure requirements;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

● producing a report on executive compensation to be included in our annual proxy statement; and

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The members of our Nominating Committee are Ms. Xiaofeng Zhou, Mr. Patrick Swint and Ms. Huei-Ching (Tina) Huang. Ms. Huang serves as a chairman of the Nomination Committee.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. We have adopted a charter for the nominating committee which details the principal functions of the committee. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:

● should have demonstrated notable or significant achievements in business, education or public service;

● should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

● should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics can be found as an exhibit to this Annual Report and will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Trading Policies

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards (the “Insider Trading Policy”). A copy of the Insider Trading Policy is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

Clawback Policy

We have adopted an executive compensation clawback policy (the “Clawback Policy”), effective from December 1, 2023, in order to comply with the final clawback rules adopted by the SEC under Rule 10D-1 under the Exchange Act, and the listing standards, as set forth in the Nasdaq rules. A copy of the Clawback Policy is attached hereto as Exhibit 97.1 to this Annual Report on Form 10-K.

In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under U.S. securities laws or otherwise erroneous data or if we determine there has been a significant misconduct that causes material financial, operational or reputational harm, we shall be entitled to recover a portion or all of any incentive-based compensation, if any, provided to certain executives who, during a three-year period preceding the date on which an accounting restatement is required, received incentive compensation based on the erroneous financial data that exceeds the amount of incentive-based compensation the executive would have received based on the restatement.

Item 11. Executive Compensation

No executive officer has received any cash compensation for services rendered to us during the year ended December 31, 2024.

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

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

39As of the date of this Annual Report, we do not have any equity incentive plans under which to grant awards.

~~Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~46

~~The~~Item ~~following~~12. ~~table~~Security ~~sets~~Ownership ~~forth information regarding the beneficial ownership~~ of ~~our~~Certain ~~shares~~Beneficial ofOwners ~~ordinary~~and ~~shares~~Management asand ofRelated ~~July~~Stockholder ~~3, 2024 by:~~Matters

●The following ~~each~~table ~~person~~sets ~~known~~forth byinformation usregarding ~~to be~~ the beneficial ~~owner~~ownership of ~~more~~our ~~than~~shares 5% of ~~our~~ordinary ~~outstanding~~ shares as of ~~ordinary~~February ~~shares;~~8, 2025 by:

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

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

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect beneficial ownership of the warrants and rights included in the units offered in our initial public offering or purchased by our sponsor in connection with our initial public offering as these warrants are not exercisable and these rights are not convertible within 60 days of December 31, 2023 or the date of this Form 10-K.

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽³⁾		Approximate Percentage of Outstanding Shares⁽³⁾
A-Star Management Corporation⁽²⁾		3,205,000		99.3	%
Zhe Zhang⁽²⁾		3,205,000		99.3	%
Guojian Chen⁽⁴⁾		-		-
Patrick Swint⁽⁴⁾		-		-
Xiaofeng Zhou⁽⁴⁾		-		-
Huei-Ching Huang⁽⁴⁾		-		-
All directors and officers as a group (5 individuals)		3,205,000		99.3	%

Name and Address of Beneficial Owner(1)		Amount and Nature of Beneficial Ownership(3)		Approximate Percentage of Outstanding Shares(3)
*	Less than one percent.
A-Star Management Corporation(2)			3,205,000		21.8	%
(1)	Unless otherwise indicated, the business address of each of the individuals is 100 Church Street, 8th Floor, New York, NY 10007.
Zhe Zhang(2)			3,205,000		21.8	%
(2)	Represents 2,875,000 founder ordinary shares and 330,000 private placement ordinary shares held by A-Star Management Corporation, our Sponsor. Mr. Zhe Zhang, our Chairman and Chief Executive Officer, is the sole director of our Sponsor, have voting and dispositive power of the ordinary shares. The address for our sponsor is Craigmuir Chambers, PO Box 71, Road Town, Tortola, VG 1110 British Virgin Islands.
Guojian Chen(4)			-		-
Patrick Swint(4)			-		-
Xiaofeng Zhou(4)			-		-
Huei-Ching Huang(4)			-		-
All directors and officers as a group (5 individuals)			3,205,000		21.8	%
5% or greater beneficial owners
Lighthouse Investment Partners, LLC(5)			772,424		5.3	%
Yakira Capital Management, Inc(6)			687,356		4.7	%
Saba Capital Management, L.P.(7)			769,511		5.2	%
Mizuho Financial Group, Inc.(8)			1,027,250		7.0	%
Westchester Capital Management, LLC; Westchester Capital Partners, LLC; Virtus Investment Advisers, Inc.; The Merger Fund(9)			1,595,220		10.8	%
First Trust Merger Arbitrage Fund; First Trust Capital Management L.P.; First Trust Capital Solutions L.P.; FTCS Sub GP LLC(10)			1,486,020		10.1	%

* Less than one percent.47

(1) Unless otherwise indicated, the business address of each of the individuals is 80 Broad Street, 5th Floor, New York, New York 10004.

(3)	Based upon 3,227,664 ordinary shares outstanding. Includes the 330,000 private placement units (and the component parts) purchased by our Sponsor simultaneously with the consummation of our initial public offering.

(4)	Such individual does not beneficially own any of our ordinary shares. However, such individual has a pecuniary interest in our ordinary shares through his ownership of shares of our sponsor.

~~(2)~~Our founders ~~Represents~~beneficially ~~2,875,000~~own ~~founder~~approximately ~~ordinary~~99.3% ~~shares~~of ~~and~~the ~~330,000~~issued ~~private~~and ~~placement~~outstanding ordinary shares, ~~held~~as byof ~~A-Star~~the ~~Management~~date ~~Corporation,~~of ~~our~~this ~~sponsor.~~Annual MrReport. ~~Zhe~~Because of ~~Zhang,~~the ~~our~~ownership ~~Chairman~~block ~~and~~held ~~Chief~~by ~~Executive~~our ~~Officer~~founders, isofficers ~~the~~and ~~sole~~directors, ~~director~~such ofindividuals ~~our~~may ~~sponsor,~~be ~~have~~able ~~voting~~to ~~and~~effectively ~~dispositive~~exercise ~~power~~influence ofover all ~~the~~matters ~~ordinary~~requiring ~~shares.~~approval ~~The~~by ~~address~~our ~~for~~stockholders, ~~our~~including ~~sponsor~~the iselection ~~Craigmuir~~of ~~Chambers,~~directors POand ~~Box~~approval ~~71,~~of ~~Road~~significant ~~Town,~~corporate ~~Tortola,~~transactions other VGthan ~~1110~~approval ~~British~~of ~~Virgin~~our ~~Islands~~initial business combination.

40Our Sponsor, officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

(3)	Based upon 14,705,000 ordinary shares outstanding. Includes the 330,000 private placement units (and the component parts) purchased by our sponsor simultaneously with the consummation of our initial public offering.
(4)	Such individual does not beneficially own any of our ordinary shares. However, such individual has a pecuniary interest in our ordinary shares through his ownership of shares of our sponsor.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

(5) Based on information contained in a Schedule 13G/A filed on February 14, 2024. The shares are directly beneficially owned by MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 136”), MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”), and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (“Shaolin”). Lighthouse Investment Partners, LLC (“Lighthouse”) serves as the investment manager of MAP 136, MAP 214, and Shaolin. Because Lighthouse may be deemed to control MAP 136, MAP 214, and Shoalin, as applicable, Lighthouse may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the shares.

(6) Based on information contained in the Schedule 13G filed on January 26, 2024 by Yakira Capital Management, Inc. The business address is 1555 Post Road East, Suite 202, Westport, CT 06880.

(7) Based on information contained in the Schedule 13G/A filed on February 14, 2023.

(8) Based on information contained in the Schedule 13G filed on February 14, 2023.

(9) Based on information contained in the Schedule 13G filed on February 14, 2024 jointly by: Westchester Capital Management, LLC (“Westchester”), a Delaware limited liability company, Westchester Capital Partners, LLC (“WCP”), a Delaware limited liability company, Virtus Investment Advisers, Inc. (“Virtus”), a Massachusetts corporation, and The Merger Fund (“MF”), a Massachusetts business trust. These parties may be deemed to constitute a “group” for purposes of Section 13(g)(3) of the Act. Number of shares shown represents the aggregate number of shares owned by these persons. The address of Westchester and WCP is 100 Summit Drive, Valhalla, NY 10595. The address of Virtus is One Financial Plaza, Hartford, CT 06103 and the address of The Merger Fund is 101 Munson Street, Greenfield, MA 01301-9683.

(10) Based on information contained in the Schedule 13G filed on February 14, 2024 jointly by: First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P. (“FTCM”), First Trust Capital Solutions L.P. (“FTCS”), and FTCS Sub GP LLC (“Sub GP”). FTCS and Sub GP may be deemed to control FTCM. These parties may be deemed to constitute a “group” for purposes of Section 13(g)(3) of the Act. Number of shares shown represents the aggregate number of shares owned by these persons. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

Our founders beneficially own approximately 21.8% of the issued and outstanding ordinary shares. Because of the ownership block held by our founders, officers and directors, such individuals may be able to effectively exercise influence over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the ~~Securities~~ Exchange Act ~~of 1934~~, ~~as amended, or the Exchange Act,~~ requires our executive officers, directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the ~~Securities~~SEC ~~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~~ regulations to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that, during the fiscal year ended December 31, ~~2023~~2024, our directors, executive officers, and ten percent stockholders complied with all ~~Section~~the Section 16(a) filing requirements,.

4148

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

Certain Relationships and Related Transactions

On April 6, 2021, our ~~sponsor~~Sponsor purchased 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.01 per share. Our ~~sponsor~~Sponsor owns approximately 2178.880% of our issued and outstanding ordinary shares as of December 31, ~~2023~~2024.

Our ~~sponsor~~Sponsor purchased an aggregate of 330,000 private placement units at a price of $10.00 per unit in a private placement that was completed ~~simultaneously~~concurrently with the closing of our initial public offering. Each unit consists of one private placement share, one private placement warrant and one private placement right. Each private placement warrant entitles the holder upon exercise to purchase one-half of one ordinary share at a price of $11.50 per whole share, subject to adjustment as provided herein. Each private placement right will be converted to one seventh (1/7) of one ordinary shares upon the completion of its initial business combination. The private placement units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial business combination.

In connection with the completion of our initial public offering, we entered into an Administrative Services Agreement with our ~~sponsor~~Sponsor pursuant to which we will pay a total of $10,000 per month for office space, administrative and support services to such affiliate. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 33 months, our sponsor will be paid a total of $330,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

Our ~~sponsor~~Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our ~~audit~~Audit ~~committee~~Committee will review on a quarterly basis on all payments that were made to our ~~sponsor~~Sponsor, officers, directors or or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Our ~~sponsor~~Sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering. As of the date of closing our initial public offering, we had borrowed $300,000 under the promissory note with our sponsor. These loans are non-interest bearing, unsecured and were originally due and payable in connection with our initial public offering (December 15, 2021). The loan repaid as as $300,000 allotted to the payment of offering expense.

The Company had issued the following promissory notes (~~inclusively~~collectively, the “~~Note~~Notes”):

On September 13, 2022, December 13, 2022. , March 13, 2023 and September 20, 2023, the Company issued afour promissory ~~note~~notes ~~(the “First Note”, “Second Note”, “Third Note” and “Fourth Note”)~~ in the principal amount of up to $1,000,000, $1,300,000, $2,500,000 and $2,500,000 respectively, to the Sponsor, pursuant to which the Sponsor shall loan to the Company up to the related amount to pay the extension fee and transaction cost. The Notes are repayable in full upon the date of the consummation of the Company’s initial business combination pursuant to the amendment of the Notes. The Notes have no conversion feature, no collateral and bear no interest.

4249

~~The~~On ~~issuance~~August of26, 2024, the ~~Notes~~Company ~~were~~entered ~~made~~into ~~pursuant~~a toloan agreement (the ~~exemption~~“Loan ~~from~~Agreement”), ~~registration~~by ~~contained~~and inamong ~~Section~~the ~~4(a)(2)~~Company ofand Sponsor, pursuant to which the ~~Securities~~Sponsor ~~Act~~agreed to loan an aggregate of ~~1933~~US$1.5 million to the Company, to cover the Company’s certain transaction ascosts ~~amended~~and extension fee (the “Loan”). ~~Sponsor~~The ~~promissory~~Loan ~~notes~~will ~~balances~~not ~~were~~accrue ~~$5,359,035~~any ~~and~~interest. ~~1,533,332~~Pursuant asto ofthe ~~December~~Loan 31Agreement, ~~2023~~the ~~and~~Loan ~~2022~~shall be ~~respectively~~payable on the date on which the Company consummates its initial business combination.

~~In addition,~~On inSeptember ~~order~~25, ~~to finance transaction costs in connection with an intended initial business combination~~2024, ~~our~~the ~~sponsor~~Company orentered aninto ~~affiliate~~supplementary ofagreements ~~our~~with ~~sponsor~~its ~~or certain of our officers and directors may~~Sponsor, ~~but~~pursuant ~~are not obligated~~ to, ~~loan~~which usthe ~~funds as may be required. If we complete~~Sponsor anagrees ~~initial~~to ~~business~~waive ~~combination, we would repay such loaned amounts. In~~ the ~~event~~principal ~~that~~balance ~~the initial business combination does not close, we may use a portion~~ of the ~~working~~Notes ~~capital~~and ~~held outside~~ the ~~trust~~Loan ~~account~~with toa ~~repay~~total ~~such~~amount ~~loaned~~of ~~amounts but no proceeds from our trust account would be used for such repayment. Up to~~ $16,~~500~~245,~~000~~961 ofand ~~such loans may be convertible into units at a price of~~ $~~10.00 per unit (which~~746, ~~for example~~270, ~~would~~respectively. ~~result in~~ After the ~~holders~~waiver, ~~being~~as ~~issued~~of ~~150,000~~December ~~ordinary shares~~31, ~~150,000~~2024 ~~rights~~ and ~~150~~2023,~~000~~ ~~warrants to purchase 75,000 shares if $1,500,000 of notes were so converted) at~~ the ~~option~~balance of ~~the~~Notes ~~lender.~~payable ~~The units would be identical~~ to ~~the~~Sponsor ~~placement~~was ~~units issued~~$140,000 ~~to the initial holder. The terms of such loans by our officers~~ and ~~directors~~$5, ~~if any~~755,961, ~~have not been determined~~ respectively and, noloan ~~written agreements~~payable ~~exist with respect~~ to ~~such~~Sponsor ~~loans.~~was We$254,488 ~~do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds~~ and ~~provide~~$212,660, ~~a waiver against any and all rights to seek access to funds in our trust account~~respectively.

~~The~~In ~~holders~~addition, ofin ~~the~~order ~~founder~~to ~~shares,~~finance ~~private~~transaction ~~placement~~costs ~~units,~~in ~~the~~connection ~~shares~~with ~~underlying~~an ~~the~~intended ~~warrants~~initial ~~underlying~~business ~~the~~combination, ~~unit~~our ~~purchase~~Sponsor ~~option~~or ~~issued~~an affiliate toof ~~the~~our ~~underwriters~~Sponsor or certain of our ~~initial~~officers ~~public~~and ~~offering~~directors may, ~~and~~but ~~units~~are ~~that~~not obligated to, loan us funds as may be ~~issued~~required. onIf ~~conversion~~we ofcomplete an ~~working~~initial ~~capital~~business ~~loans~~combination, ~~(and~~we ~~any~~would ~~securities underlying~~repay such loaned amounts. In the ~~private~~event ~~placement~~that ~~units~~the ~~and~~initial business combination does not close, we may use a portion of the working capital ~~loans)~~held ~~are~~outside ~~entitled~~the trust account to ~~registration~~repay ~~rights~~such ~~pursuant~~loaned toamounts abut ~~registration~~no proceeds from our trust ~~rights~~account ~~agreement~~would ~~signed~~be onused ~~the~~for ~~effective~~such ~~date~~repayment. Up to $1,500,000 of ~~our~~such ~~initial~~loans ~~public~~may ~~offering~~be ~~requiring~~convertible usinto tounits ~~register~~at ~~such~~a ~~securities~~price ~~for~~of ~~resale~~$10.00 ~~The~~per unit ~~holders~~(which, offor ~~these~~example, ~~securities~~would ~~are~~result ~~entitled~~in tothe ~~make~~holders upbeing toissued ~~three~~150,000 ~~demands~~ordinary shares, ~~excluding~~150,000 ~~short~~rights ~~form~~and ~~demands~~150,000 ~~that~~warrants weto ~~register~~purchase 75,000 ~~such~~shares ~~securities. In~~if ~~addition~~$1,500,000 of notes were so converted) at the ~~holders~~option ~~have~~of ~~certain~~the ~~“piggy-back”~~lender. ~~registration~~The ~~rights~~units ~~with~~would ~~respect~~be identical to ~~registration~~the ~~statements~~placement ~~filed subsequent~~units issued to ~~our~~the ~~completion~~initial holder. The terms of such loans by our ~~initial~~officers ~~business~~and ~~combination~~directors, if any, have not been determined and ~~rights~~no towritten agreements ~~require~~exist uswith respect to ~~register~~such ~~for~~loans. ~~resale~~We ~~such~~do ~~securities~~not ~~pursuant~~expect to ~~Rule~~seek loans from parties other than our Sponsor or an affiliate of our ~~415~~Sponsor ~~under~~as ~~the~~we ~~Securities~~do ~~Act.~~not Webelieve third parties will ~~bear~~be ~~the~~willing ~~expenses~~to ~~incurred~~loan insuch ~~connection~~funds ~~with~~and ~~the~~provide ~~filing~~a ofwaiver against any ~~such~~and ~~registration~~all ~~statements~~rights to seek access to funds in our trust account.

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

Director Independence

The NASDAQ listing standards require that a majority of our Board ~~of Directors~~ be independent. An “independent director” is defined ~~generally~~ generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We currently have three “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules prior to the completion of our initial public offering. Our board has determined that each of ~~Messrs~~Ms. Xiaofeng Zhou, Mr. Patrick Swint and Ms. Huei-Ching (Tina) Huang are independent directors under applicable SEC and NASDAQ rules.

4350

Item 14. Principal Accountant Fees and Services.

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

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by UHY in connection with the regulatory filings. The aggregate fees billed by UHY for professional ~~services~~ services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-K and Form S-1 for the respective periods and other required filings with the SEC for the year ended December 31, ~~2023~~2024 is $92194,~~700~~226 in total. The above amounts include interim procedures and audit fees, as well as attendance at ~~audit~~Audit ~~committee~~Committee meetings.

Audit-~~Related~~related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or ~~regulation~~regulations and consultations concerning financial accounting and reporting standards. We did not pay UHY for consultations concerning financial accounting and reporting standards for the year ended December 31, ~~2023~~2024.

Tax Fees. We did not pay UHY for tax planning and tax advice for the year ended December 31, ~~2023~~2024.

All Other Fees. We did not pay UHY for other services for the year ended December 31, ~~2023~~2024.

Pre-Approval Policy

Our ~~audit~~Audit ~~committee~~Committee was formed upon the consummation of our ~~Initial~~initial ~~Public~~public ~~Offering~~offering. As a result, the ~~audit~~Audit ~~committee~~Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our ~~audit~~Audit ~~committee~~Committee were approved by our ~~board of directors~~Board. Since the formation of our ~~audit~~Audit ~~committee~~Committee, and on a going-forward basis, the ~~audit~~Audit ~~committee~~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~~Audit ~~committee~~Committee prior to the completion of the audit).

4451

PART IV

Item 15. Exhibits, Financial Statement Schedules

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

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

(1)	The Financial statements listed on the Financial Statements Table of Contents:

(1) The Financial statements listed on the Financial Statements Table of Contents

		Page
Report of Independent Registered Public Accounting Firm (Firm ID: 1195)		F-1
Financial Statements:

Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Changes in Stockholders’ Deficit		F-4
Consolidated Statements of Cash Flows		F-5
Notes to Consolidated Financial Statements		F-6

		Page
Report of Independent Registered Public Accounting Firm (Firm ID: 1195)		F-2
Financial Statements:
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Stockholders’ Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

(2)	Financial Statement Schedules:

~~F-1~~52

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Alpha Star Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Alpha Star Acquisition Corporation and its subsidiary (the Company) as of December 31, ~~2023~~2024 and ~~2022~~2023, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

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

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no revenue, it 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’s cash and working capital as of December 31, ~~2023~~2024 are not sufficient to complete its planned activities for one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Basis for Opinion

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

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

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

/s/ UHY LLP

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

Irvine, California

~~July~~February 324, ~~2024~~2025

F-1

ALPHA STAR ACQUISITION CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2024			2023
Assets
Current assets:
Prepaid expense	$	1,500		$	12,500
Marketable securities held in trust account – current		10,819,317			-
Total current assets		10,820,817			12,500
Noncurrent assets:
Marketable securities held in trust account		292,536			101,590,662
Total noncurrent assets		292,536			101,590,662
Total assets	$	11,113,353		$	101,603,162

Liabilities and stockholders’ deficit
Current liabilities:
Accrued expenses and other liability	$	350,213		$	220,401
Promissory notes and loan payable to Sponsor		394,488			5,755,961
Due to Sponsor		-			212,660
Redemption liability		10,819,317			-
Total current liabilities		11,564,018			6,189,022
Noncurrent liabilities:
Deferred underwriting commissions		2,875,000			2,875,000
Total noncurrent liabilities		2,875,000			2,875,000
Total liabilities		14,439,018			9,064,022

Commitment and contingencies (Note 6)		-			-

Ordinary shares subject to possible redemption, 22,664 and 9,063,503 shares at redemption value of $12.91 and $11.21 per share at December 31, 2024 and 2023, respectively		292,536			101,605,662

Stockholders’ deficit:
Ordinary shares, par value $0.001, authorized 50,000,000 shares; 3,205,000 and 3,205,000 shares issued and outstanding at December 31, 2024 and 2023, respectively, excluding 22,664 and 9,063,503 shares subject to possible redemption		3,205			3,205
Additional paid-in capital		6,760,441			-
Accumulated deficit		(10,381,847	)		(9,069,727	)
Total stockholders’ deficit		(3,618,201	)		(9,066,522	)

Total liabilities and stockholders’ deficit	$	11,113,353		$	101,603,162

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

F-2

~~Alpha~~ALPHA ~~Star~~STAR ~~Acquisition~~ACQUISITION ~~Corporation~~CORPORATION AND SUBSIDIARY

~~Balance~~CONSOLIDATED ~~Sheets~~STATEMENTS OF OPERATIONS

	As of December 31, 2023			As of December 31, 2022
	For the Year ended December 31, 2024			For the Year ended December 31, 2023
Assets
Operating expenses:
Current assets:
Formation and operational costs	$	913,909		$	435,287
Cash in escrow	$	-		$	110,991
Loss from operations		(913,909	)		(435,287	)
Prepaid expenses		12,500			-
Other income:
Total current assets		12,500			110,991
Interest and dividends earned in trust account		2,258,472			5,359,035
Non-current assets:
Other income		-			350
Marketable securities held in Trust Account		101,590,662			118,228,816
Total other income		2,258,472			5,359,385
Total non-current assets		101,590,662			118,228,816
Income before income taxes		1,344,563			4,924,098
Total assets	$	101,603,162		$	118,339,807
Income tax expense		-			-
Liabilities and stockholders’ deficit
Net income	$	1,344,563		$	4,924,098
Current liabilities:
Basic and diluted weighted average shares outstanding
Accrued expenses	$	220,401		$	199,852
Redeemable ordinary shares, basic and diluted		3,542,643			10,411,921
Promissory notes - Sponsor		5,755,961			1,533,332
Redeemable ordinary shares, basic and diluted net income per share	$	0.59		$	0.58
Due to related parties		212,660			21,697
Non-redeemable ordinary shares, basic and diluted		3,205,000			3,205,000
Total current liabilities		6,189,022			1,754,881
Non-redeemable ordinary shares, basic and diluted net loss per share	$	(0.23	)	$	(0.33	)
Non-current liabilities:
Deferred underwriting commissions		2,875,000			2,875,000
Total non-current liabilities		2,875,000			2,875,000
Total liabilities		9,064,022			4,629,881
Commitments and contingencies (Note 6)		-
Ordinary shares subject to possible redemption, 9,063,503 and 11,500,000 shares at redemption value of $11.21 and $10.28 per share at December 31, 2023 and 2022, respectively		101,605,662			118,228,816
Stockholders’ deficit:
Ordinary shares, par value $0.001, authorized 50,000,000 shares; 3,205,000 and 3,205,000 shares issued and outstanding at December 31, 2023 and 2022, respectively, excluding 9,063,503 and 11,500,000 shares subject to possible redemption		3,205			3,205
Additional paid-in capital		-			-
Accumulated deficit		(9,069,727	)		(4,522,095	)
Total stockholders’ deficit		(9,066,522	)		(4,518,890	)
Total liabilities and stockholders’ deficit	$	101,603,162		$	118,339,807

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

F-3

~~Alpha~~ALPHA ~~Star~~STAR ~~Acquisition~~ACQUISITION ~~Corporation~~CORPORATION AND SUBSIDIARY

~~Statements~~CONSOLIDATED ofSTATEMENTS ~~Operations~~OF CHANGES IN STOCKHOLDERS’ DEFICIT

	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022
Formation and operational costs	$	435,287		$	587,614
Loss from operations		(435,287	)		(587,614	)
Other income
Interest earned on marketable securities held in Trust Account		4,911,035			1,312,585
Other income		350			5
Unrealized gain on marketable securities held in Trust Account		448,000			382,154
Total other income		5,359,385			1,694,744
Income before income taxes		4,924,098			1,107,130
Income tax expense		-			-
Net income	$	4,924,098		$	1,107,130
Basic and diluted weighted average shares outstanding - ordinary shares subject to redemption		10,411,921			11,500,000
Basic and diluted net income per share	$	0.58		$	0.14
Basic and diluted weighted average shares outstanding - non redeemable ordinary share		3,205,000			3,205,000
Basic and diluted net loss per share	$	(0.33	)	$	(0.14	)

For the years ended December 31, 2024 and 2023

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

	Shares		Amount		Capital			Deficit			Deficit
	Ordinary Shares				Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance at January 1, 2024		3,205,000	$	3,205	$	-		$	(9,069,727	)	$	(9,066,522	)
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)		-		-		(126,789	)		(2,131,683	)		(2,258,472	)
Subsequent measurement of ordinary shares subject to possible redemption (additional funding for business combination extension)		-		-		(105,000	)		(525,000	)		(630,000	)
Debt forgiveness from sponsor						6,992,230						6,992,230
Net income		-		-		-			1,344,563			1,344,563
Balance at December 31, 2024		3,205,000	$	3,205	$	6,760,441		$	(10,381,847	)	$	(3,618,201	)

Ordinary Shares

Additional
Paid-In

Accumulated

Total Stockholders’

Filing Compare · Alpha Star Acquisition Corp