Officers, Directors and Director Nominees,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.” Our founders, officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our founders, directors or existing holders which may raise potential conflicts of interest. In light of the involvement of our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our founders, officers or directors. Our directors also serve as officers and board members for other entities, including, without limitation, those described under the section of this prospectus entitled “Management — Conflicts of Interest.” Such entities may compete with us for business combination opportunities. Our founders, officers and directors are not currently aware of any specific opportunities for us to complete our business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in the section of this prospectus entitled “Proposed Business — Sources of Target Businesses” and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm 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 founders, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest. None of US Tiger or, any of its affiliates has an obligation to provide us with potential investment opportunities or to devote any specified amount of time or support to our company’s business. Although we expect we may benefit from US Tiger and its affiliates’ networks of relationships and processes for sourcing and evaluating potential business combination targets, neither it nor any of its affiliates has any legal or contractual obligation to seek on our behalf or present to us investment opportunities that might be suitable for our business, and they may allocate any such opportunities at their discretion to us or other parties. We have no investment management, advisory, consulting or other agreement in place with US Tiger or any of its affiliates that obligates them to undertake efforts on our behalf or that govern the manner in which they will allocate investment opportunities. Moreover, even if US Tiger or one of its affiliates refers an opportunity to us, there can be no assurance that such an opportunity will result in an acquisition agreement or a business combination. Prior to consummation of this offering, we will engage US Tiger, together with R.F. Lafferty, to act as our advisors in connection with our business combination and we will agree to pay them the Business Combination Fee upon consummation of our business combination. Financial interests in the completion of such transactions may influence the advice such affiliate provides. Prior to consummation of this offering, we will engage US Tiger, together with other representative of the underwriters, to act as our advisors in connection with the marketing of our business combination and pay to US Tiger and R.F. Lafferty a fee for such services upon consummation of our initial business combination as described under “Underwriting — Business Combination Marketing Agreement.” Therefore, affiliates of one of our founders will have additional financial interests in the completion of the initial business combination. These financial interests may influence the advice any such affiliate provides us as our financial advisor, which advice would contribute to our decision on whether to pursue a business combination with any particular target. 51 We may compete with clients of US Tiger or other affiliates of our founders, officers and directors for acquisition opportunities for our company, which could negatively impact our ability to locate a suitable business combination. Our business strategy may overlap with some of the strategies of clients of US Tiger and certain of its other affiliates. US Tiger is an independent global investment bank. Acquisition opportunities that may be of interest to us may come to US Tiger, its clients or other affiliates. In addition, our officers and directors are not prohibited from engaging on business activities or becoming officers or directors of another special purpose acquisition company before we enter into a definitive agreement with a target. As a result, our affiliates are not restricted from competing with our business and none of our affiliates are required to refer any such opportunities to us except as may be required by our Amended and Restated Certificate of Incorporation with respect to certain opportunities referred to our officers and directors. Our founders and their affiliates face conflicts of interest relating to performing services on our behalf and allocating investment opportunities to us, and such conflicts may not be resolved in our favor, meaning we could find less suitable acquisition opportunities which could limit our ability to find a business combination that we find attractive. Conflicts may arise from US Tiger’ affiliation with us, its provision of services both to us, and to third-party clients, as well as from actions undertaken by US Tiger or its affiliates for its own account. In performing services for other clients and also when acting for its own account, US Tiger may take commercial steps which may have an adverse effect on us. US Tiger is often engaged as a financial advisor, or placement agent, to corporations and other entities and their directors and managers in connection with the sale of those entities, their assets or their subsidiaries. Clients generally require US Tiger to act exclusively on their behalf and/or for other reasons, we may be precluded from attempting to acquire securities of the business being sold or otherwise participate as a buyer in the transaction. Alternatively, US Tiger or another affiliate of our sponsor, may be a financial advisor to a target business that we pursue a business combination with and US Tiger, or another affiliate of our sponsor, may receive fees from the target business in connection with a business combination. US Tiger also represents potential buyer’s businesses. US Tiger may be incentivized to direct an opportunity to one of these buyers, thereby eliminating or reducing the investment opportunity available to us. US Tiger is an affiliate to Tradeup Inc., one of our founders which currently holds 230,000 founder shares and has committed to purchase 20% of our private units. Any of US Tiger’s other activities may, individually or in the aggregate, have an adverse effect on us, and the interests of US Tiger or its clients or counterparties may at times be adverse to ours. Since our founders, officers and directors will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. On February 12, 2021, our founders acquired 1,150,000 founder shares for an aggregate purchase price of $25,000. Prior to the initial investment in the company of $25,000 by our founders, the company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares after this offering (excluding the representative shares). The founder shares will be worthless if we do not complete an initial business combination. In addition, our founders have committed to purchase an aggregate of 215,000 (or 227,000 if the underwriters’ over-allotment option is exercised in full) private units, at $10.00 per unit, for a purchase price of approximately $2,150,000 (or approximately $2,270,000 if the underwriters’ over-allotment option is exercised in full). Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our founders, affiliates of our founders or an officer or director. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. Furthermore, we have engaged US Tiger and R.F. Lafferty to provide services in connection with the marketing of our business combination as described under “Underwriting — Business Combination Marketing Agreement” and we may engage US Tiger for other services in support of our business combination and related transactions, in each case, with fees for such engagements would be at market rates and conditioned upon the completion of the business combination. These personal and financial interests of our executive officers, directors and members of our founders may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 18-month anniversary of the closing of this offering nears, which is the deadline for our completion of an initial business combination. 52 We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us. Although we have no commitments as of the date of this prospectus issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including: •default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; •acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; •our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; •our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; •our inability to pay dividends on our common stock; •using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; •limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; •increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; •limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and •other disadvantages compared to our competitors who have less debt. We may only be able to complete one business combination with the proceeds of this offering and the sale of the private units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. Of the net proceeds from this offering and the sale of the private units, up to $40,000,000 (or $46,000,000 if the underwriters’ over-allotment option is exercised in full) will be available to complete our business combination and pay related fees and expenses (which includes up to approximately $1,400,000, or up to approximately $1,610,000 if the over-allotment option is exercised in full, for the payment of Business Combination Fee). 53 We may complete our business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to complete our business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. In addition, we intend to focus our search for an initial business combination in a single industry. Accordingly, the prospects for our success may be: •solely dependent upon the performance of a single business, property or asset, or •dependent upon the development or market acceptance of a single or limited number of products, processes or services. This lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination. We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our business combination and give rise to increased costs and risks that could negatively impact our operations and profitability. If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. In pursuing our acquisition strategy, we may seek to complete our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all. Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure a business combination so that the post-transaction company in which our public stockholders 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 an interest in the target sufficient for the post-transaction company 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 stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business. We cannot provide assurance that, upon loss of control of a target business, new management will p