| De-SPAC, Board Determination Disclosure [Text Block] |
Interests
of Certain SPAC Persons in the Business Combination
In
considering the unanimous recommendation of the SPAC Board to vote in favor of the Business Combination Proposal, Merger Proposal, Nasdaq
Proposal, Advisory Organizational Documents Proposals, Incentive Plan Proposal and Adjournment Proposal, shareholders should keep
in mind that the Sponsor and SPAC’s officers and directors, and entities affiliated with them, have interests in such proposals
that are different from, or in addition to, the interests of the SPAC Unaffiliated Shareholders.
The
existence of financial and personal interests of one or more of SPAC’s officers and directors may result in a conflict of interest
on the part of such director(s) between what he or they may believe is advisable and in the best interests of SPAC and its shareholders
and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals.
In addition, the Sponsor has interests in the Business Combination that may conflict with your interests as a shareholder.
The
personal and financial interests of the Sponsor and SPAC’s directors and officers may have influenced their motivation in identifying
and selecting CADV as a business combination target, completing an initial business combination with CADV and influencing the operation
of the business following the Closing. Mr. Shang Ju Lin, the Parent Shareholder, who has served as the chief executive officer and
chairman of the board of CADV since January 6, 2026, previously served as the chief executive officer and a director of SPAC until his
resignation on December 1, 2025, and previously served as the sole director and sole shareholder of the Sponsor. Mr. Lin’s relationships
and prior affiliations with SPAC, the Sponsor, Parent and CADV give rise to material potential conflicts of interest in connection with
the Business Combination. In considering the recommendation of the SPAC Board to vote for the proposals, SPAC’s shareholders
should consider these interests.
These
interests include, among other things:
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The Sponsor and directors
and officers of SPAC hold 1,700,000 Insider Shares, initially purchased for $0.014 per share. Such 1,700,000 PubCo Class
A Ordinary Shares that the Sponsor and directors and officers of SPAC will hold upon consummation of the Business Combination, if unrestricted
and freely tradable, would have an aggregate value of approximately $17.19 million based on the closing price of $10.11
per SPAC Ordinary Share on Nasdaq on July 2, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus.
However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value. |
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Given the differential in the purchase price that the Sponsor
paid for the Insider Shares as compared to the price of the SPAC Ordinary Shares included in the SPAC Units sold in the IPO, the Sponsor
may earn a positive rate of return on its investment even if the PubCo Ordinary Shares trade below $10.00 per share and the Public Shareholders
experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor diverge from the economic
interests of Public Shareholders because the Sponsor will realize a gain on their investment at times when the Public Shareholders realize
a loss. |
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The Sponsor purchased 203,100
Private Placement Units for $2,031,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with
the IPO. Each Private Placement Unit consists of one SPAC Ordinary Share and one SPAC Warrant. Following the Business Combination,
the 203,100 PubCo Ordinary Shares that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and
freely tradable, would have had an aggregate market value of approximately $2.05 million based on the closing price of $10.11
per SPAC Ordinary Share on Nasdaq on July 2, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus.
However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value. |
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Each of the Sponsor and
the directors and officers of SPAC will lose its entire investment in us, valued at approximately $2,055,638 for the Sponsor,
if we do not complete a business combination by April 24, 2027 (or up to July 24, 2027 if the original date is extended as described
in the prospectus relating to the IPO, subject to applicable law). If we do not consummate a business combination by such date, as
promptly as reasonable but not more than ten business days thereafter, we will redeem the Public Shares for a pro rata portion of the
funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for the claims of creditors and the
requirements of other applicable law. In such event, the 1,700,000 Insider Shares and 203,100 Private Placement Units held by
the Sponsor and SPAC’s directors and officers, may be worth very little, because following the redemption of Public Shares,
we would likely have few, if any, net assets and because the Sponsor have agreed to waive their rights to liquidating distributions
from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally,
in such event, the 203,100 SPAC Warrants underlying the Private Placement Units held by the Sponsor will expire and become worthless. |
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Mr. Shang Ju Lin, SPAC’s former chief executive officer and director and the former sole director
and sole shareholder of the Sponsor, is the Parent Shareholder and ultimately controls CADV. In this capacity, Mr. Lin identified and
reorganized CADV and presented it to the SPAC Board as a potential business combination target. As the ultimate controlling person of
CADV through KKXX Investment, Mr. Lin has the ability to influence CADV’s approval of the Business Combination. This relationship
may facilitate the identification and consummation of a business combination and may benefit the Sponsor and SPAC’s officers and
directors by increasing the likelihood of completing a business combination within the required timeframe, thereby preserving the value
of their entire investment in SPAC, which would otherwise be worthless if the SPAC does not complete a business combination by
April 24, 2027 (or up to July 24, 2027 if the original date is extended as described in the prospectus relating to the IPO, subject to
applicable law). |
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The Sponsor and the SPAC’s officers and directors have
agreed not to redeem any of the SPAC Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination. |
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If the Trust Account is liquidated, the Sponsor has agreed
to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount
per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have
entered into a letter of intent, confidentiality or similar agreement or business combination agreement or claims of any third party
for services rendered or products sold to us (other than our independent registered public accounting firm and the Representatives),
but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account. |
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The SPAC’s existing and former officers and directors
will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance
policy for a period of six (6) years after the Business Combination. Additionally, pursuant to the Letter Agreement and the Indemnification
Agreement, the indemnification of the Sponsor, respectively, will survive the Closing. |
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In connection with the Closing, the Sponsor and the SPAC’s
current officers and directors would be entitled to the repayment of any outstanding working capital loans and advances that have been
made to the SPAC. In order to finance transaction costs in connection with a business combination, the Sponsor or certain of the SPAC’s
officers or directors may, but are not obligated to, loan the SPAC Working Capital Loans. In the event that a business combination does
not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no
proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $3,000,000 of such Working Capital Loans may
be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the Private
Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding. |
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Additionally, the Sponsor would be entitled to the repayment
of any loans that have been made to the SPAC pursuant to Sponsor Loan. In the event that a business combination does not close, the SPAC
may use a portion of the working capital held outside the Trust Account to repay the Sponsor Loan, but no proceeds from the Trust Account
would be used to repay the Sponsor Loan. As of the date of this proxy statement/prospectus, there is no outstanding balance under the
Sponsor Loan. |
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Upon the Closing, subject to the terms and conditions of the
Business Combination Agreement, the Sponsor, and the SPAC’s current officers and directors and their respective affiliates may
be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating
an initial business combination, and repayment of any other loans. As of the date of this proxy statement/prospectus, no reimbursable
out-of-pocket expenses, advances, and other loans were outstanding. |
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The fact that
Luhuan Zhong is expected to be a director of PubCo following the Business Combination. As such, in
the future, he may receive fees for his service as a director, which may consist of cash or stock-based awards,
and any other remuneration that the PubCo Board determines to pay its non-employee directors. |
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Pursuant to the Registration
Rights Agreement, the SPAC’s officers and directors, and the Sponsor and its members will have customary registration rights,
including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the PubCo Ordinary
Shares held by such parties following the consummation of the Business Combination. It is estimated that the Sponsor and the SPAC’s
officers and directors will hold 1,848,100 and 55,000 PubCo Ordinary Shares, respectively, excluding the PubCo Ordinary Shares underlying
the PubCo Warrant, which are eligible for registration. |
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The continued indemnification of former and current directors
and officers of SPAC and the Sponsor and the continuation of directors’ and officers’ liability insurance after the Business
Combination. |
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The fact that the Sponsor and SPAC’s current directors
and officers may be incentivized to complete the Business Combination, or an alternative initial business combination, with a less favorable
company or on terms less favorable to shareholders, rather than to liquidate, which would cause the Sponsor to lose its entire investment.
As a result, the Sponsor may have a conflict of interest in determining whether CADV is an appropriate business with which to complete
a business combination and/or in evaluating the terms of the Business Combination. |
In
addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations
to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and
only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe,
however, that there were no such corporate opportunities presented to our directors and officers which were not presented to the SPAC,
and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other
entities did not impact our search for a business combination target. For more information, see “Information About SPAC
— Conflicts of Interest.”
In
recognition of these potential conflicts of interest and to mitigate potential conflicts of interest, the SPAC Board established a Special
Committee comprised solely of independent and disinterested directors to evaluate and negotiate the Business Combination. The SPAC Board
authorized the Special Committee, to the fullest extent permitted by applicable law and SPAC’s governing documents, to take all
actions necessary or advisable in connection with its evaluation of the proposed Business Combination. The Special Committee was authorized
to review, evaluate, negotiate and approve the definitive agreements relating to the Business Combination and to take such other actions
as it considered necessary or appropriate in connection therewith, in each case acting in what it considered to be in the best interests
of SPAC and its shareholders as a whole. In connection with its review of the proposed Transactions, the Special Committee engaged KKG
to render an opinion as to the fairness, from a financial point of view, to the SPAC’s unaffiliated shareholders of the aggregate
transaction consideration to be paid by SPAC in the Merger pursuant to the Business Combination Agreement. A copy of KKG’s fairness
opinion is attached hereto as Annex H. Additionally, the Special Committee engaged JCD as its independent legal advisor. Neither
JCD nor KKG had been engaged by CADV during the prior two years. See the sections entitled “The Business Combination —
Special Committee Oversight” for more information.
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