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, 2018



or



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



For
the transition period from _____________ to ________________



Commission
file number: 001-38799



WEALTHBRIDGE
ACQUISITION LIMITED

(Exact
name of registrant as specified in its charter)



|British
    Virgin Islands                                                           |  | N/A                                 
|------------------------------------------------------------------------------------ |  | ------------------------------------
|(State or other jurisdiction of                                                      |  | (I.R.S. Employer Identification No.)
|incorporation or organization)                                                       |  |                                     
|                                                                                     |  |                                     
|Flat
A, 6/F, Block A, Tonnochy Towers
        No.
272 Jaffe Road, Wanchai, Hong Kong |  | N/A                                 
|(Address of principal executive offices)                                             |  | (Zip Code)                          



Registrant’s
telephone number, including area code: (86) 186-0217-2929



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



|Title
    of each class                                                                                                                                                                              |  | Name
    of each exchange on which registered
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------
|Units, each consisting
    of one Ordinary Share, no par value, one Redeemable Warrant to acquire one-half of one Ordinary Share, and one Right to acquire
    one-tenth (1/10) of an Ordinary Share |  | Nasdaq Capital
    Market                    
|Ordinary Shares                                                                                                                                                                                      |  | Nasdaq Capital
    Market                    
|                                                                                                                                                                                                     |  |                                              
|Warrants                                                                                                                                                                                             |  | Nasdaq Capital
    Market                    
|                                                                                                                                                                                                     |  |                                              
|Rights                                                                                                                                                                                               |  | Nasdaq Capital
    Market                    



Securities
registered pursuant to Section 12(g) of the 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 Section 15(d) of the Exchange Act. Yes
 ☐ No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒



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



|Large accelerated filer | ☐ | Accelerated filer         | ☐
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   | ☒ | Smaller reporting company | ☒
|                        |   | Emerging Growth Company   | ☒



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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



At
June 30, 2018, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was
$0.



The
number of shares outstanding of the Registrant’s ordinary shares as of March 29, 2019 was 7,457,500.



DOCUMENTS
INCORPORATED BY REFERENCE



None.











WEALTHBRIDGE
ACQUISITION LIMITED



Annual
Report on Form 10-K for the Year Ended December 31, 2018



|         |                                                                                                              |  |   
|-------- | ------------------------------------------------------------------------------------------------------------ |  | --
|PART I   |                                                                                                              |  | 2 
|ITEM 1.  | BUSINESS                                                                                                     |  | 2 
|         | ITEM 1A.     RISK FACTORS                                                                                    |  | 13
|         | ITEM 1B.     UNRESOLVED STAFF COMMENTS                                                                       |  | 13
|ITEM 2.  | PROPERTIES                                                                                                   |  | 14
|ITEM 3.  | LEGAL PROCEEDINGS                                                                                            |  | 14
|ITEM 4.  | MINE SAFETY DISCLOSURES                                                                                      |  | 14
|PART II  |                                                                                                              |  | 15
|ITEM 5.  | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 15
|ITEM 6.  | SELECTED FINANCIAL DATA                                                                                      |  | 16
|ITEM 7.  | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  | 16
|         | ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                      |  | 18
|ITEM 8.  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  |  | 19
|ITEM 9.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 19
|         | ITEM 9A.     CONTROLS AND PROCEDURES                                                                         |  | 19
|         | ITEM 9B.     OTHER INFORMATION                                                                               |  | 19
|PART III |                                                                                                              |  | 20
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                       |  | 20
|ITEM 11. | EXECUTIVE COMPENSATION                                                                                       |  | 26
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS               |  | 26
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                    |  | 28
|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                       |  | 30
|PART IV  |                                                                                                              |  | 30
|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                   |  | 32



i







FORWARD
LOOKING STATEMENTS



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



| | ● | ability
                                         to complete our initial business combination;
| | - | ----------------------------------------------------------------------------------------------



| | ● | success
                                         in retaining or recruiting, or changes required in, our officers, key employees or directors
                                         following our initial business combination;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | 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;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | potential
                                         ability to obtain additional financing to complete our initial business combination;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



| | ● | pool
                                         of prospective target businesses;
| | - | -------------------------------------------------------------------------------



| | ● | the
                                         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 stock;
| | - | ---------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         potential liquidity and trading of our securities;
| | - | -----------------------------------------------------------------------------------------------



| | ● | the
                                         lack of a market for our securities;
| | - | ---------------------------------------------------------------------------------



| | ● | 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 initial public offering.
| | - | -----------------------------------------------------------------------------------------------------



The
forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have
anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by
these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under
the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which
to conclude that previously disclosed projections are no longer reasonably attainable.











part
I



| | ITEM
                            1. | BUSINESS
| | ----------------------------------- | --------



Introduction



Wealthbridge
Acquisition Limited is a British Virgin Islands exempted company incorporated on May 2, 2018 as a blank check company for the
purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination, with one or more target businesses. Our efforts to identify a prospective target business will not
be limited to a particular industry or geographic region, although the Company intends to focus on operating businesses in and
around the air transportation and aviation industry in China.



We
believe that our management team is well positioned to identify attractive risk-adjusted returns in the marketplace and that our
contacts and transaction sources, ranging from industry executives, private owners, private equity funds, and investment bankers,
in addition to the geographical reach of our affiliates, will enable us to pursue a broad range of opportunities. Our management
team has significant experience in engaging in cross-border business in Asia, Europe, and the U.S., and understands the cultural,
business and economic differences and opportunities that will allow us to negotiate a transaction.



In
addition to our management team, our sponsor, Oriental Holdings Limited (our “Sponsor”), is jointly owned by Mr. Jining
Lim through Keen Nice Communications Limited, and our chief executive officer, Mr. Yongsheng Liu. Together with our management
team, we believe we have a broad network of contacts and corporate relationships that makes us efficient at sourcing and evaluating
businesses, and adapting to cultural and economic differences between Asia and America to negotiate and execute a transaction
in a timely and professional manner.



On
February 8, 2019, the Company consummated the initial public offering (“IPO”) of 5,000,000 units (the “Units”).
Each Unit consists of one ordinary share (“Ordinary Share”), one warrant (“Warrant”) entitling its holder
to purchase one-half of one Ordinary Share at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of
an Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00
per Unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000
additional Units to cover over-allotments, if any. In addition, the Company sold to Chardan, for $100, an option to purchase up
to 375,000 units exercisable at $11.50 per unit, commencing on the later of the consummation of a business combination and six
months from the effective date of the Registration Statement.



On
February 8, 2019, simultaneously with the consummation of the IPO, we consummated the private placement (“Private Placement”)
with our Sponsor of 247,500 units (the “Private Units”) at a price of $10.00 per Private Unit, generating gross proceeds
of $2,475,000. The Private Units are identical to the Units sold in the IPO, except that the warrants underlying the Private Units
will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial
purchasers or their permitted transferees. Additionally, because the Private Units were issued in a private transaction, the initial
purchasers and their permitted transferees will be allowed to exercise the warrants included in the Private Units for cash even
if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective and receive
unregistered ordinary shares. Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private
Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion
of the Company’s initial business combination. Such Initial Purchasers were granted certain demand and piggyback registration
rights in connection with the purchase of the Private Units. The Private Units were issued pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, as the transactions did not involve a public offering.



The
underwriters exercised the over-allotment option in full on February 20, 2019, and the closing of the issuance and sale of the
additional Units occurred on February 21, 2019. The sale of 750,000 units at a price of $10.00 per unit resulted in total gross
proceeds of $7,500,000. On February 21, 2019, simultaneously with the sale of the over-allotment units, the Company consummated
the private sale of an additional 22,500 Private Units, generating gross proceeds of $225,000.



A
total of $57,500,000 of the net proceeds from the sale of Units in the IPO (including the over-allotment option units) and the
private placements on February 5, 2019 and February 21, 2019, were placed in a trust account established for the benefit of the
Company’s public shareholders at Morgan Stanley maintained by Continental Stock Transfer & Trust Company, LLC, acting
as trustee. None of the funds held in trust will be released from the trust account, other than interest income to pay any tax
obligations, until the earlier of the completion of an initial business combination within the required time period or our entry
into liquidation if we have not completed a business combination in the required time period. On March 7, 2019, our ordinary shares,
warrants and rights underlying the Units sold in our IPO began to trade separately on a voluntary basis.





2







Since
our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.



Competitive
strengths



We
believe our specific competitive strengths to be the following:



Status
as a public company



We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company,
we offer a target business an alternative to the traditional initial public offering through a merger or other business combination.
In this situation, the owners of the target business would exchange their shares of stock in the target business for our ordinary
shares or for a combination of our ordinary shares and cash, allowing us to tailor the consideration to the specific needs of
the sellers. We believe target businesses might find this method a more certain and cost effective method to become a public company
than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing,
roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business combination
with us. Furthermore, once the business combination is consummated, 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 that could 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 than
it would have as a privately-held company. 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 status as a public company will make us an attractive business partner, some potential target businesses may
view the inherent limitations in our status as a blank check company, such as our lack of an operating history and our requirements
to seek shareholder approval of any proposed initial business combination and provide holders of public shares the opportunity
to convert their shares into cash from the trust account, as a deterrent, and may prefer to effect a business combination with
a more established entity or with a private company.



Transaction
flexibility



We
offer a target business a variety of options, such as providing the owners of a target business with shares in a public company
and a public means to sell such shares, providing cash for stock, and providing capital for the potential growth and expansion
of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial
business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to
use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its
needs and desires. However, since we have no specific business combination under consideration, we have not taken any steps to
secure third party financing and it may not be available to us.





3







Management
Experience



We
believe the experience and contacts of our management team will give us distinct advantages in sourcing, structuring and consummating
business combinations. We have a management team with extensive experience in mergers and acquisitions, including cross-border
transactions, target sourcing, financial due diligence, deal structuring and negotiation, as well as finance and investment in
the United States and Asia, and understands the cultural, business and economic differences and opportunities that will allow
us to negotiate a transaction. We believe we can source attractive deals and find good investment opportunities from private and
public sources to create value for shareholders. We believe that the network of contacts and relationships of our management team
will provide us with an important source of investment opportunities.



Competitive
Weaknesses



We
believe our competitive weaknesses to be the following:



Limited
Financial Resources



Our
financial reserves will be relatively limited when contrasted with those of venture capital firms, leveraged buyout firms and
operating businesses competing for acquisitions. In addition, our financial resources could be reduced because of our obligation
to convert shares held by our public shareholders as well as any tender offer we conduct.



Lack
of experience with blank check companies



Our
management team is not experienced in pursuing business combinations on behalf of blank check companies. Other blank check companies
may be sponsored and managed by individuals with prior experience in completing business combinations between blank check companies
and target businesses. Our managements’ lack of experience may not be viewed favorably by target businesses.



Limited
technical and human resources



As
a blank check company, we have limited technical and human resources. Many venture capital funds, leveraged buyout firms and operating
businesses possess greater technical and human resources than we do and thus we may be at a disadvantage when competing with them
for target businesses.



Delay
associated with shareholder approval or tender offer



We
may be required to seek shareholder approval of our initial business combination. If we are not required to obtain shareholder
approval of an initial business combination, we will allow our shareholders to sell their shares to us pursuant to a tender offer.
Both seeking shareholder approval and conducting a tender offer will delay the consummation of our initial business combination.
Other companies competing with us for acquisition opportunities may not be subject to similar requirement, or may be able to satisfy
such requirements more quickly than we can. As a result, we may be at a disadvantage in competing for these opportunities.



Effecting
an Acquisition Transaction



General



We
are not presently engaged in, and we will not engage in, any substantive commercial business until we complete a business combination.
We intend to utilize cash derived from the proceeds of the IPO and the Private Placements, our capital stock, debt or a combination
of these in effecting our initial business combination. Although substantially all of the net proceeds of the IPO and the Private
Placements are intended to be applied generally toward effecting a business combination, the proceeds are not otherwise being
designated for any more specific purposes. Accordingly, investors in the IPO were investing without first having an opportunity
to evaluate the specific merits or risks of any one or more business combinations. Our initial business combination may involve
the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish
a public trading market for its shares. In the alternative, we may seek to consummate a business combination with a company that
may be financially unstable or in its early stages of development or growth. While we may seek to effect simultaneous business
combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect
only a single business combination.





4







Sources
of Target Businesses



We
believe based on our management’s business knowledge and past experience that there are numerous business combination candidates.
We anticipate that target business candidates will be brought to our attention from our Sponsor or from various unaffiliated sources,
including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and
other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a
result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they
think we may be interested in an unsolicited basis, since many of these sources will have known what types of businesses we are
targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates
that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may
have, as well as attending trade shows or conventions. We may engage professional firms or other individuals that specialize in
business acquisitions or mergers in the future, in which event we may pay a finder’s fee, consulting fee or other compensation
to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will our insiders
or any of the members of our management team be paid any finder’s fee, consulting fee or other compensation prior to, or
for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type
of transaction that it is). If we decide to enter into a business combination with a target business that is affiliated with our
officers, directors or initial shareholders, we will do so only if we have obtained an opinion from an independent investment
banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. As of the
date of this report, there are no affiliated entities that we would consider as a business combination target.



Selection
of a Target Business and Structuring of Our Initial Business Combination



Subject
to our management team’s fiduciary duties and the limitation that one or more target businesses have an aggregate fair market
value of at least 80% of the value of the trust account (excluding any deferred underwriter’s fees and taxes payable on
the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination,
as described below in more detail, our management will have virtually unrestricted flexibility in identifying and selecting a
prospective target business. Additionally, there is no limitation on our ability to raise funds privately or through loans in
connection with our initial business combination. We have not established any specific attributes or criteria (financial or otherwise)
for prospective target businesses.



Accordingly,
there is no basis for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete
a business combination. To the extent we effect our initial business combination with a financially unstable company or an entity
in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected
by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth
companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we may not properly
ascertain or assess all significant risk factors. In evaluating a prospective target business, our management may consider a variety
of factors, including one or more of the following:



| | ● | financial
condition and results of operation;
| | - | ---------------------------------------------



| | ● | growth
potential;
| | - | -----------------



| | ● | experience
and skill of management and availability of additional personnel;
| | - | ----------------------------------------------------------------------------



| | ● | capital
requirements;
| | - | ---------------------



| | ● | competitive
position;
| | - | ---------------------





5







| | ● | barriers
to entry;
| | - | ------------------



| | ● | stage
of development of the products, processes or services;
| | - | ------------------------------------------------------------



| | ● | degree
of current or potential market acceptance of the products, processes or services;
| | - | ----------------------------------------------------------------------------------------



| | ● | proprietary
aspects of products and the extent of intellectual property or other protection for products or formulas;
| | - | ---------------------------------------------------------------------------------------------------------------------



| | ● | regulatory
environment of the industry; and
| | - | -------------------------------------------



| | ● | costs
associated with effecting the business combination.
| | - | ---------------------------------------------------------



These
criteria are not intended to be exhaustive. Our management may not consider any of the above criteria in evaluating a prospective
target business. The retention of our officers and directors following the completion of any business combination will not be
a material consideration in our evaluation of a prospective target business.



Any
evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors
as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business
objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass,
among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other
information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated
third parties we may engage, although we have no current intention to engage any such third parties.



The
time and costs required to select and evaluate a target business and to structure and complete our initial business combination
remain to be determined. Any costs incurred with respect to the identification and evaluation of a prospective target business
with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available
to otherwise complete a business combination.



Fair
Market Value of Target Business



Pursuant
to Nasdaq listing rules, our initial business combination must occur with one or more target businesses having an aggregate fair
market value equal to at least 80% of the value of the funds in the trust account (excluding any deferred underwriter’s
fees and taxes payable on the income earned on the trust account), which we refer to as the 80% test, at the time of the execution
of a definitive agreement for our initial business combination, although we may structure a business combination with one or more
target businesses whose fair market value significantly exceeds 80% of the trust account balance. If we are no longer listed on
Nasdaq, we will not be required to satisfy the 80% test.



We
currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business
or businesses. We may, however, structure a business combination where we merge directly with the target business or where we
acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company
owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act. 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-transaction company, depending on valuations ascribed to the target and us in the business
combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange
for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial
business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.
If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction
company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.
In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers
of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities. Since we have
no specific business combination under consideration, we have not entered into any such fund raising arrangement and have no current
intention of doing so. The fair market value of the target will be determined by our board of directors based upon one or more
standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value).
If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain
an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation
opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We will
not be required to obtain an opinion from an independent investment banking firm, or another independent entity that commonly
renders valuation opinions on the type of target business we are seeking to acquire, as to the fair market value if our board
of directors independently determines that the target business complies with the 80% threshold. However, if we seek to consummate
an initial business combination with an entity that is affiliated with any of our officers, directors or insiders and are therefore
required to obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated
shareholders from a financial point of view, we may ask that banking firm to opine on whether the target business met the 80%
fair market value test. Nevertheless, we are not required to do so and could determine not to do so without consent of our shareholders.





6







Lack
of Business Diversification



We
expect to complete only a single business combination, although this process may entail simultaneous business combinations with
several operating businesses. Therefore, at least initially, the prospects for our success may be entirely dependent upon the
future performance of a single business operation. Unlike other entities which may have the resources to complete several business
combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will
not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By
consummating our initial business combination with only a single entity, our lack of diversification may:



| | ● | subject
us to negative 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 initial business combination, and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | result
in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited
number of products, processes or services.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If
we determine to simultaneously consummate our initial business combination with several businesses and such businesses 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 combinations, which may make it more difficult for us, and delay our ability, to complete the business combination.
With a business combination with several businesses, we could also face additional risks, including additional burdens and costs
with respect to possible multiple negotiations and due diligence investigations and the additional risks associated with the subsequent
assimilation of the operations and services or products of the target companies in a single operating business.



Limited
Ability to Evaluate the Target Business’ Management Team



Although
we intend to scrutinize the management team of a prospective target business when evaluating the desirability of effecting our
initial business combination, our assessment of the target business’ management team may not prove to be correct. In addition,
the future management team may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore,
the future role of our officers and directors, if any, in the target business following our initial business combination remains
to be determined. While it is possible that some of our key personnel will remain associated in senior management or advisory
positions with us following our initial business combination, it is unlikely that they will devote their full time efforts to
our affairs subsequent to our initial business combination. Moreover, they would only be able to remain with the company after
the consummation of our initial business combination if they are able to negotiate employment or consulting agreements in connection
with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for them to receive compensation in the form of cash payments and/or our securities for services they would
render to the company after the consummation of the business combination. While the personal and financial interests of our key
personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company
after the consummation of our initial business combination will not be the determining factor in our decision as to whether or
not we will proceed with any potential business combination. Additionally, our officers and directors may not have significant
experience or knowledge relating to the operations of the particular target business.





7







Following
our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target
business. We may not have the ability to recruit additional managers, or that any such additional managers we do recruit will
have the requisite skills, knowledge or experience necessary to enhance the incumbent management.



Shareholder
Approval of Business Combination



In
connection with any proposed business combination, we will either (1) seek shareholder approval of our initial business combination
at a meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether
they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit
in the trust account (net of taxes payable) or (2) provide our public shareholders with the opportunity to sell their public shares
to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share
of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described
herein. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant to written letter agreements with us, not
to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account.
If we determine to engage in a tender offer, such tender offer will be structured so that each shareholder may tender any or all
of his, her or its public shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will
seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender
offer will be made by us based on a variety of factors such as the timing of the transaction, whether the terms of the transaction
would otherwise require us to seek shareholder approval or whether we were deemed to be a foreign private issuer (which would
require us to conduct a tender offer rather than seeking shareholder approval under SEC rules). If we so choose and we are legally
permitted to do so, we have the flexibility to avoid a shareholder vote and allow our shareholders to sell their shares pursuant
to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer
documents with the SEC which will contain substantially the same financial and other information about the initial business combination
as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible
assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority of the issued and
outstanding ordinary shares voted are voted in favor of the business combination.



We
chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under
the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any
type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon
consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial
business combination (as we may be required to have a lesser number of shares converted or sold to us) and may force us to seek
third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate
such initial business combination and we may not be able to locate another suitable target within the applicable time period,
if at all. Public shareholders may therefore have to wait 12 months from the closing of the IPO (or 21 months, if extended) in
order to be able to receive a pro rata share of the trust account.



Our
initial shareholders and our officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any
proposed business combination, (2) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed
initial business combination and (3) not sell any ordinary shares in any tender in connection with a proposed initial business
combination. As a result, if we sought shareholder approval of a proposed transaction, we would need only 126,876 of our public
shares (or approximately 2.5% of our public shares) to be voted in favor of the transaction in order to have such transaction
approved.





8







None
of our officers, directors, initial shareholders or their affiliates has indicated any intention to purchase Units or Ordinary
Shares from persons in the open market or in private transactions (other than the Private Units). However, if we hold a meeting
to approve a proposed business combination and a significant number of shareholders vote, or indicate an intention to vote, against
such proposed business combination, our officers, directors, initial shareholders or their affiliates could make such purchases
in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers, directors,
initial shareholders and their affiliates will not make purchases of Ordinary Shares if the purchases would violate Section 9(a)(2)
or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.



Ability
to Extend Time to Complete Business Combination



If
we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, but are not obligated
to, extend the period of time to consummate a business combination three times by an additional three months each time (for a
total of up to 21 months to complete a business combination). Pursuant to the terms of our amended and restated memorandum and
articles of association and the trust agreement entered into between us and Continental Stock Transfer & Trust Company, LLC
simultaneously with the closing of the IPO, in order to extend the time available for us to consummate our initial business combination,
our insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into
the trust account $575,000 ($0.10 per share), on or prior to the date of the applicable deadline. The insiders will receive a
non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that
we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes
would either be paid upon consummation of our initial business combination, or, at the lender’s discretion, converted upon
consummation of our business combination into additional private units at a price of $10.00 per unit. Our shareholders have approved
the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the
time of the consummation of our initial business combination. In the event that we receive notice from our insiders five days
prior to the applicable deadline of their intent 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 insiders and their affiliates or designees are not
obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent that
some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders
(or their affiliates or designees) may deposit the entire amount required.



Conversion/Tender
Rights



At
any meeting called to approve an initial business combination, public shareholders may seek to convert their public shares, regardless
of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then
on deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial shareholders
have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata
share of the aggregate amount then on deposit in the trust account. The conversion rights will be effected under our amended and
restated memorandum and articles of association and British Virgin Islands law as redemptions. If we hold a meeting to approve
an initial business combination, a holder will always have the ability to vote against a proposed business combination and not
seek conversion of his shares.



Alternatively,
if we engage in a tender offer, each public shareholder will be provided the opportunity to sell his public shares to us in such
tender offer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this
is the minimum amount of time we would need to provide holders to determine whether they want to sell their public shares to us
in the tender offer or remain an investor in our company





9







Our
initial shareholders, officers and directors will not have conversion rights with respect to any ordinary shares owned by them,
directly or indirectly, whether acquired prior to the IPO, in the IPO or in the aftermarket.



We
may also require public shareholders, whether they are a record holder or hold their shares in “street name,” to either
tender their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using
Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or
prior to the vote on the business combination. Once the shares are converted by the holder, and effectively redeemed by us under
British Virgin Islands law, the transfer agent will then update our Register of Members to reflect all conversions. The proxy
solicitation materials that we will furnish to shareholders in connection with the vote for any proposed business combination
will indicate whether we are requiring shareholders to satisfy such delivery requirements. Accordingly, a shareholder would have
from the time our proxy statement is mailed through the vote on the business combination to deliver his shares if he wishes to
seek to exercise his conversion rights. Under our amended and restated memorandum and articles of association, we are required
to provide at least 10 days’ advance notice of any shareholder meeting, which would be the minimum amount of time a shareholder
would have to determine whether to exercise conversion rights. As a result, if we require public shareholders who wish to convert
their ordinary shares into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing
delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly,
investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would
not want to.



There
is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the
DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not
to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders
seeking to exercise conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless
of the timing of when such delivery must be effectuated. However, in the event we require shareholders seeking to exercise conversion
rights to deliver their shares prior to the consummation of the proposed business combination and the proposed business combination
is not consummated, this may result in an increased cost to shareholders.



Any
request to convert or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination
or expiration of the tender offer. Furthermore, if a holder of a public share delivered his certificate in connection with an
election of their conversion or tender and subsequently decides prior to the vote on the business combination or the expiration
of the tender offer not to elect to exercise such rights, he may simply request that the transfer agent return the certificate
(physically or electronically).



If
the initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise
their conversion or tender rights would not be entitled to convert their shares for the applicable pro rata share of the trust
account. In such case, we will promptly return any shares delivered by public holders.



Automatic
Liquidation if No Business Combination



If
we do not complete a business combination within 12 months from the consummation of the IPO, it will trigger our automatic winding
up, dissolution and liquidation pursuant to the terms of our amended and restated memorandum and articles of association. As a
result, this has the same effect as if we had formally gone through a voluntary liquidation procedure under the Companies Law.
Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation.
However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, but
are not obligated to, extend the period of time to consummate a business combination three times by an additional three months
each time (for a total of up to 21 months to complete a business combination). Pursuant to the terms of our amended and restated
memorandum and articles of association and the trust agreement entered into between us and Continental Stock Transfer & Trust
Company, LLC, in order to extend the time available for us to consummate our initial business combination, our insiders or their
affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $575,000
($0.10 per share), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured
promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business
combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation
of our initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination
into additional private units at a price of $10.00 per unit. Our shareholders have approved the issuance of the private units
upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our
initial business combination. In the event that we receive notice from our insiders five days prior to the applicable deadline
of their intent 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 insiders and their affiliates or designees are not obligated to fund the trust
account to extend the time for us to complete our initial business combination. To the extent that some, but not all, of our insiders,
decide to extend the period of time to consummate our initial business combination, such insiders (or their affiliates or designees)
may deposit the entire amount required. If we are unable to consummate our initial business combination within such time period,
we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares
for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds
held in the trust account and not necessary to pay our taxes, and then seek to liquidate and dissolve. However, we may not be
able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders.
In the event of our dissolution and liquidation, the public rights will expire and will be worthless.





10







The
amount in the trust account under the Companies Law will be treated as share premium which is distributable under the Companies
Law provided that immediately following the date on which the proposed distribution is proposed to be made, we are able to pay
our debts as they fall due in the ordinary course of business. If we are forced to liquidate the trust account, we anticipate
that we would distribute to our public shareholders the amount in the trust account calculated as of the date that is two days
prior to the distribution date (including any accrued interest). Prior to such distribution, we would be required to assess all
claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such
amounts, as creditors take priority over our public shareholders with respect to amounts that are owed to them. We cannot assure
you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially
be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter
an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third
parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses
execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the
trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities
execute such agreements with us, they will not seek recourse against the trust account or that a court would conclude that such
agreements are legally enforceable.



Each
of our initial shareholders and our Sponsor has agreed to waive its rights to participate in any liquidation of our trust account
or other assets with respect to the insider shares and private units and to vote their insider shares, private shares in favor
of any dissolution and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the
trust account with respect to our warrants or rights, which will expire worthless.



If
we are unable to complete an initial business combination and expend all of the net proceeds of the IPO, other than the proceeds
deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share
distribution from the trust account would be $10.00.



The
proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to
the claims of our public shareholders. Although we will seek to have all vendors, including lenders for money borrowed, prospective
target businesses or other entities we engage 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, there is no guarantee that they will
execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the
trust account, including but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims,
as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with a claim against
our assets, including the funds held in the trust account. If any third party refused to execute an agreement waiving such claims
to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage
such third party and evaluate if such engagement would be in the best interest of our shareholders if such third party refused
to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include
the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly
superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider
of required services willing to provide the waiver. In any event, our management would perform an analysis of the alternatives
available to it and would only enter into an agreement with a third party that did not execute a waiver if management believed
that such third party’s engagement would be significantly more beneficial to us than any alternative. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.





11







Oriental
Holdings Limited, our Sponsor, has agreed that, if we liquidate the trust account prior to the consummation of a business combination,
it will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for
services rendered or contracted for or products sold to us in excess of the net proceeds of the IPO not held in the trust account,
but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the trust account and only
if such parties have not executed a waiver agreement. However, we cannot assure you that he will be able to satisfy those obligations
if he is required to do so. Accordingly, the actual per-share distribution could be less than $10.00 due to claims of creditors.
Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed,
the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate
and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims
deplete the trust account, we cannot assure you we will be able to return to our public shareholders at least $10.00 per share.



Competition



In
identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business
objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting
business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources
than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While
we believe there may be numerous potential target businesses that we could acquire with the net proceeds of the IPO, our ability
to compete in acquiring certain sizable target businesses may be limited by our available financial resources.



The
following also may not be viewed favorably by certain target businesses:



| | ● | our
obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent
to shareholders in connection with such business combination may delay or prevent  the completion of a transaction;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | our
obligation to convert public shares held by our public shareholders may reduce the resources available to us for a business combination;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



| | ● | NASDAQ
                                         may require us to file a new listing application and meet its initial listing requirements
                                         to maintain the listing of our securities following a business combination;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | our
outstanding warrants, rights and unit purchase options and the potential future dilution they represent;
| | - | ------------------------------------------------------------------------------------------------------------



| | ● | our
obligation to pay the deferred underwriting discounts and commissions to Chardan Capital Markets, LLC upon consummation of our
initial business combination;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------





12







| | ● | our
obligation to either repay or issue units upon conversion of up to $500,000 of working capital loans that may be made to us by
our initial shareholders, officers, directors or their affiliates;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | our
obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any securities
issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         impact on the target business’ assets as a result of unknown liabilities under
                                         the securities laws or otherwise depending on developments involving us prior to the
                                         consummation of a business combination.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Any
of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management
believes, however, that our status as a public entity and potential access to the United States public equity markets may give
us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business
with significant growth potential on favorable terms.



If
we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the
target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete
effectively.



Facilities



We
maintain our principal executive offices at Flat A, 6/F, Block A, Tonnochy Towers, No. 272 Jaffe Road, Wanchai, Hong Kong. The
cost for this space is provided to us by Oriental Holdings Limited, a company wholly owned by our insiders, as part of the $10,000
per month payment we make to it for office space and related services. We consider our current office space adequate for our current
operations.



Employees



We
have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend
to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will
vary based on whether a target business has been selected for the business combination and the stage of the business combination
process the company is in. Accordingly, once management locates a suitable target business to acquire, they will spend more time
investigating such target business and negotiating and processing the business combination (and consequently spend more time to
our affairs) than they would prior to locating a suitable target business. We presently expect our executive officers to devote
such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while
we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target
business for a business combination). We do not intend to have any full time employees prior to the consummation of a business
combination.



| | ITEM
                          1A. | RISK
                                         FACTORS
| | ---------------------------------- | -----------------------------------------------------



As
a smaller reporting company, we are not required to make disclosures under this Item.



| | ITEM
                          1B. | UNRESOLVED
                                         STAFF COMMENTS
| | ---------------------------------- | ------------------------------------------------------------------



Not
applicable.





13









| | ITEM
                          2. | PROPERTIES
| | --------------------------------- | ----------



We
do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive
offices at Flat A, 6/F, Block A, Tonnochy Towers, No. 272 Jaffe Road, Wanchai, Hong Kong. The cost for this space is provided
to us by Oriental Holdings Limited, a company wholly owned by our insiders, as part of the $10,000 per month payment we make to
it for office space and related services. We consider our current office space adequate for our current operations.



| | ITEM
                          3. | LEGAL
                                         PROCEEDINGS
| | --------------------------------- | ----------------------------------------------------------



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



| | ITEM
                          4. | MINE
                                         SAFETY DISCLOSURES
| | --------------------------------- | ----------------------------------------------------------------



Not
Applicable.



14







part
II



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



Our units began to trade on the Nasdaq
Capital Market, or Nasdaq, under the symbol “HHHHU” on February 6, 2019. The ordinary shares, warrants and rights comprising
the units began separate trading on Nasdaq on March 7, 2019, under the symbols “HHHH”, “HHHHW” and “HHHHR”,
respectively.



Holders of Record



At March 29, 2019, there were 7,457,500
of our ordinary shares issued and outstanding held by nine shareholders of record. The number of record holders was determined
from the records of our transfer agent and does not include beneficial owners of ordinary shares whose shares are held in the
names of various security brokers, dealers, and registered clearing agencies.



Dividends



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



Securities Authorized for Issuance Under Equity Compensation
Plans



None.



Recent Sales of Unregistered Securities



None.



Use of Proceeds



On February 8, 2019, we consummated our IPO of 5,000,000 Units.
Subsequently, on February 20, 2019, the underwriters exercised the option in full, and the closing of the issuance and sale of
the additional Units of 750,000 occurred on February 21, 2019. Each Unit consists of one Ordinary Share, one warrant entitling
its holder to purchase one-half of one Ordinary Share at a price of $11.50 per whole share, and one Right to receive 1/10 of an
Ordinary Share upon the consummation of our initial business combination. The Units were sold at an offering price of $10.00 per
Unit, generating gross proceeds of $57,500,000. Simultaneously with the closing of the IPO, the Company consummated the private
placement of 247,500 units at a price of $10.00 per Private Unit, generating gross proceeds of $2,475,000. On February 21, 2019,
simultaneously with the sale of the over-allotment units, the Company consummated the private sale of an additional 22,500 Private
Units, generating gross proceeds of $225,000.



$57,500,000 of the net proceeds from
the sale of Units in the IPO (including the over-allotment option units) and the Private Placement were placed in a trust
account established for the benefit of the Company’s public shareholders.



15









The private units are identical to the
units sold in the IPO except that the private warrants will be non-redeemable and may be exercised on a cashless basis, in each
case so long as they continue to be held by our Sponsor or its permitted transferees. Additionally, because the Private Units were
issued in a private transaction, our Sponsor and its permitted transferees will be allowed to exercise the warrants included in
the Private Units for cash even if a registration statement covering the Ordinary Shares issuable upon exercise of such warrants
is not effective and receive unregistered Ordinary Shares. Additionally, our Sponsor agreed not to transfer, assign or sell any
of the Private Units or underlying securities (except to the same permitted transferees as the insider shares and provided the
transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as
described above) until the completion of the Company’s initial business combination. The Sponsor was granted certain
demand and piggyback registration rights in connection with the Private Units.



A total
of $57,500,000 of the net proceeds from the sale of Units in the initial public offering (including the over-allotment option units)
and the private placements on February 5, 2019 and February 21, 2019, were placed in a trust account established for the benefit
of the Company’s public shareholders.



We paid
a total of $1,725,000 in underwriting discounts and commissions (not including the 3.5% deferred underwriting commission payable
at the consummation of business combination) and $677,725 for other costs and expenses related to our formation and the IPO.



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



Purchases of Equity Securities by the Issuer and Affiliated
Purchasers



None.



ITEM
6. SELECTED FINANCIAL DATA



As a smaller reporting company we are not
required to make disclosures under this Item.



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



The following discussion and analysis of
the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements
and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual
Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,
including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors”
and elsewhere in this Annual Report on Form 10-K.



Overview



We are a blank check company incorporated
in the British Virgin Islands on May 2, 2018 and formed for the purpose of entering into a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We intend
to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the sale of the
Private Units, our capital stock, debt or a combination of cash, stock and debt.



We have neither engaged in any operations
nor generated any revenues to date. Our entire activity since inception has been to prepare for our Initial Public Offering, which
was consummated on February 8, 2019.



16









Results of Operations



Our only activities from May 2, 2018 (inception)
to December 31, 2018 were organizational activities and those necessary to consummate the Initial Public Offering, described below.
Following the Initial Public Offering, we do not expect to generate any operating revenues until after the completion of our business
combination. We expect to generate non-operating income in the form of interest income on cash and marketable securities held after
the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial
reporting, accounting and auditing compliance), as well as for due diligence expenses.



For the period from May 2, 2018 (inception)
through December 31, 2018, we had a net loss of $60,837, which consists of operating and formation costs.



Liquidity and Capital Resources



As of December 31, 2018, we had cash of
$52,937. Until the consummation of the Initial Public Offering, our liquidity needs were satisfied through the receipt of $25,100
from our sale of the insider shares, advances and unsecured loans from our initial shareholders and their affiliates.



On February 8, 2019, we consummated the
Initial Public Offering of 5,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $50,000,000. Simultaneously
with the closing of the Initial Public Offering, we consummated the sale of 247,500 Private Units to our Sponsor, generating gross
proceeds of $2,475,000.



On February 20, 2019, in connection with
the underwriters’ exercise of their over-allotment option in full, we consummated the sale of an additional 750,000 Units
at a price of $10.00 per Unit, generating total gross proceeds of $7,500,000. In addition, we also consummated the sale of an additional
22,500 Private Units at $10.00 per Private Unit, generating total gross proceeds of $225,000.



Following the Initial Public Offering,
the exercise of the over-allotment option and the sale of the Private Units, a total of $57,500,000 was placed in the trust account
and, following the payment of certain transaction expenses, we had $661,112 of cash held outside of the trust account and available
for working capital purposes. We incurred $4,415,225 in Initial Public Offering related costs, including $1,725,000 of underwriting
fees, $2,012,500 of deferred underwriting fees and $677,725 of other costs.



We intend to use substantially all of the
funds held in the trust account to acquire a target business or businesses and to pay our expenses relating thereto. To the extent
that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds
held in the trust account will be used as working capital to finance the operations of the target business. Such working capital
funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic
acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any
operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if
the funds available to us outside of the trust account were insufficient to cover such expenses.



We intend to use the funds held outside
the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,
travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,
review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business
combination.



In order to fund working capital deficiencies
or finance transaction costs in connection with an initial business combination, our Sponsor or an affiliate of our Sponsor, or
our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business
combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use
a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account
would be used for such repayment. Such loans would be evidenced by promissory notes. Up to $500,000 of notes may be convertible
into Private Units, at a price of $10.00 per Unit.



We do not believe we will need to raise
additional funds in order to meet the expenditures required for operating our business prior to our initial business combination.
However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an
initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate
our business prior to our business combination. Moreover, we may need to obtain 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. If we
are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced
to cease operations and liquidate the trust account.



17









Off-balance sheet financing arrangements



We have no obligations, assets or liabilities
which would be considered off-balance sheet arrangements as of December 31, 2018. 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 our Sponsor a monthly fee
of $10,000 for general and administrative services, including office space, utilities and administrative services to the Company.
We began incurring these fees on February 5, 2019 and will continue to incur these fees monthly until the earlier of the completion
of the business combination and the Company’s liquidation.



Critical Accounting Policies



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



Recent accounting pronouncements



Management does not believe that any recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.



ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



As of the period ended December 31, 2018,
we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds
of our Initial Public Offering, including amounts in deposited in the trust account, may be invested in U.S. government treasury
bills, notes or bonds with a maturity of 180 days or less, or in certain money market funds that invest solely in 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
when and if the net proceeds are invested in such securities.



18









ITEM 8.        FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA



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



ITEM 9.        CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM 9A.CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Disclosure controls are procedures that
are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,
such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules
and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated
to our management, including the principal executive officer and principal financial and accounting officer, as appropriate to
allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our principal executive
officer and principal financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure
controls and procedures as of December 31, 2018, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation,
our Certifying Officers concluded that, as of December 31, 2018, our disclosure controls and procedures were effective.



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



Management’s Report on Internal
Controls Over Financial Reporting



This Annual Report on Form 10-K does not
include a report of management’s assessment regarding internal control over financial reporting or an attestation report
of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public
companies.



Changes in Internal Control over Financial Reporting



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



ITEM 9B.OTHER INFORMATION



None.



19









part
III



ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



The following table sets forth information about our directors
and executive officers as of March 15, 2019.



|Name          |  | Age |  | Position                                      
|------------- |  | --- |  | ----------------------------------------------
|Yongsheng Liu |  | 49  |  | Chairman, Chief Executive Officer and Director
|Xiaoyan Tang  |  | 48  |  | Chief Financial Officer                       
|Ray Chen      |  | 53  |  | Chief Operating Officer                       
|Jining Li     |  | 61  |  | Director                                      
|Kinpui Choi   |  | 64  |  | Director                                      
|Weiping Chen  |  | 61  |  | Director                                      
|Simin Xie     |  | 62  |  | Director                                      



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



Yongsheng Liu.Mr. Liu has been
our Chief Executive Officer and Chairman of our Board since our inception. Throughout the past 20 years, Mr. Liu has assumed various
corporate leadership positions and demonstrated his strong execution ability and in-depth knowledge in private equity and corporate
M&A transactions across a wide range of sectors including aviation, consumer, financial institutions, and technology. From
March 2017 to April 2018, Mr. Liu served as Chairman and CEO of Royal China Holdings Limited (HKEx: 01683), during which he spearheaded
the company’s international growth strategy focused at acquiring targets in aviation industry and finance sector. From the
beginning of 2013 to March 2017, Mr. Liu was the Chairman of Joy Air General Aviation, Chairman of Cambodia Bayon Airlines, Vice
Chairman of Everbright and Joy International Leasing Company, and President of General Aviation Investment Company (Shanghai).
From April 2004 to August 2008, Mr. Liu also served as Chief Strategy Officer of United Eagle Airlines (subsequently renamed to
Chengdu Airlines). From December 1994 to June 2000, Mr. Liu was a manager of China Southern Airlines responsible for ground staff
training. Mr. Liu received his Master degree from University of Ottawa.



Xiaoyan Tang.Ms. Tang has been
our Chief Financial Officer since July 2018. Since December 2017, Ms. Tang has been a Managing Director and Chief Financial Officer
of Hubei Weizi Investment Co. Ltd. From April 2014 to Nov 2017, Ms. Tang served as Chief Financial Officer and Vice President in
Beijing CNLive Culture Media Inc. From July 2012 to March 2014, Ms. Tang served as Board Secretary and Chief Financial Officer
in Beijing Konruns Pharmaceutical Ltd. From January 2011 to July 2012, Ms. Tang served as Board Secretary and Chief Financial Officer
in R&G Pharma Studies Co., Ltd. From Jan 2005 to Dec 2010, Ms. Tang served as Chief Financial Officer in Wanmo Co. Ltd. From
Aug 2001 to Dec 2004, Ms. Tang was a senior analyst in Da Gong International Credit Rating Co. Ltd. From March 1998 to July 2001,
Ms. Tang worked as an investment analyst in Hai Nan-Hong Kong-Macao International Trust Investment Co Ltd (later known as BOC International
(China) Co. Ltd). From July 1992 to Aug 1995, Ms. Tang was a researcher in Beijing Qinyun Aviation Instrument Co. Ltd. Ms. Tang
received her Master degree from Renmin University in China.



Ray Chen.Mr. Chen has been our
Chief Operating Officer since June 2018. Mr. Chen served as Chief Executive Officer at Fortissimo Film International Ltd., a privately-owned
film development and production company from August 2016 till June 2018. From March 2013 to February 2016, Mr. Chen was the Chief
Executive Officer of Beijing Galloping Horse Film & TV Production Co., Ltd. From January 2010 to March 2013, Mr. Chen was the
Head of Sales in the Beijing Office of Star Jet Co., Ltd.. Prior to his Star Jet experience, Mr. Chen was the Executive Board Member
and Head of Sales in Asia Jet Partners Limited, a privately-owned holding company specializing in general aviation and aircraft
leasing. Mr. Chen joined Asia Jet after his service as Chief Executive Officer at ABC International Inc., a business consulting
company based in Cleveland, Ohio. Mr. Chen holds a graduate certificate in Marketing from Cleveland State University.



20









Jining Li.Mr.
Li has served as a Director of our Board since September 2018. Mr. Li is the Founder and has acted as the Chairman of Star
Jet Co., Ltd in Shanghai, China, since 2008. Prior to Star Jet, Mr. Li founded United Eagle Airlines as the first non-government-owned
airline company in the history of Chinese aviation industry in 2004. From 2004 to 2008, Mr. Li was the Chairman of United Eagle
Airlines. He served as the Chairman of China Internet Investment Finance Holdings Limited (HKEx: 00810) from 2005 to 2007. In 2004,
He was named as the Top Ten Most Influential People in China for his pioneer achievements in aviation industry. In 1998, Mr. Li
founded Guangdong Ying Lian Tong Telecommunication Services Co., Ltd and served as Chairman until 2004. From 1990 to 1998, Mr.
Li served as Chairman of Huahui Import and Export Trading Company. From 1988 to 1990, Mr. Li served as a manager in Guangdong Branch
of China Council for the Promotion of International Trade.



Kinpui Choi.Mr. Choi has served
as a Director since September 2018. He has over 24 years of senior management experience in telecom companies in Hong Kong, U.S.
and China. From 2002 to 2006, he was the President and Chief Executive Officer of Elephant Talk Communications Inc. Mr. Choi founded
Elephant Talk Limited in 1994, a wholly-owned subsidiary of Elephant Talk Communications Inc. From April 1994 to August 2002, Mr.
Choi was the Chief Executive Officer of Elephant Talk Limited. From March 2003 to present, Mr. Choi has been the independent director
of Success Universe Group Limited (HKEx:00487) Previously, he also served as the Chairman of ET Network Services Limited (later
known as Guangdong Ming Ying Financial Leasing Co Limited), a Hong Kong-based company which specializes in providing telecommunication
services in China.



Weiping Chen.Mr. Chen has served
as a Director since September 2018. Since February 2009, Mr. Chen has served as Chairman and CEO of Shanghai Leadersco Co. Ltd.
From September 2000 to December 2008, Mr. Chen was a Managing Director in Shanghai Li Shang Trading company. From July 1993 to
August 2000, Mr. Chen was the manager of QianHe Import and Export Trading Co., Ltd. From November 1989 to July 1993, Mr. Chen served
as CEO in Yantai Renewable Resources Corporation.



Simin Xie.Mr. Xie has served as
a Director since September 2018. Since May 2017, Mr. Xie has been an independent director of China Minzu Securities Co., Ltd. Since
October 2015, Mr. Xie has served as an external supervisor in Mod’s Hair Group (a JASDAQ listed company). Since November
2011, Mr. Chen has served as independent director in China Automotive Engineering Research Institute Co., Ltd. (SSE: 601965). From
2010 to 2012, Mr. Xie was an independent director for Chongqing Min Sheng Energy Co., Ltd. From 2007 to 2015, Mr. Xie served as
director for Shandong Yocaly Information Science & Technology Co., Ltd. From 2003 to 2009, Mr. Xie was as independent director
in Tande Co., Ltd.(SSE: 600665). Since 2014, Mr. Xie has been a partner in Shenzhen NSEW Fund Management Co., Ltd. In 1995, Mr.
Xie founded C&I Partners (Beijing Xinli Law Firm) and he has been a senior partner and managing partner of the firm ever since.
Mr. Xie received his Bachelor degree in Law from Peking University in 1982 and Ph.D. from Kobe University in Japan in 1988.



Our directors and officers will play a
key role in identifying, evaluating, and selecting target businesses, and structuring, negotiating and consummating our initial
acquisition transaction. Except as described below and under “— Conflicts of Interest,” none of these individuals
is currently a principal of or affiliated with a public company or blank check company that executed a business plan similar to
our business plan. We believe that the skills and experience of these individuals, their collective access to acquisition opportunities
and ideas, their contacts, and their transaction expertise should enable them to identify successfully and effect an acquisition
transaction, although we cannot assure you that they will, in fact, be able to do so.



Officer and Director Qualifications



Our officers and board of directors are
composed of a diverse group of leaders with a wide array of professional roles. In these roles, they have gained experience in
core management skills, such as strategic and financial planning, financial reporting, compliance, risk management, and leadership
development. Many of our officers and directors also have experience serving on boards of directors and board committees of other
companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different
business processes, challenges, and strategies. Further, our officers and directors also have other experience that makes them
valuable, managing and investing assets or facilitating the consummation of business combinations.





21







We, along with our officers and directors,
believe that the above-mentioned attributes, along with the leadership skills and other experiences of our officers and board members
described below, provide us with a diverse range of perspectives and judgment necessary to facilitate our goals of consummating
an acquisition transaction.



Yongsheng Liu



Mr. Liu is well-qualified to serve as Chief
Executive Officer and Chairman of the Board due to his strong execution ability and in-depth knowledge in private equity and corporate
M&A transactions across a wide range of sectors including aviation, consumer, financial institutions, and technology. We believe
Mr. Liu’s access to contacts and sources, ranging from private and public company contacts, private equity funds and investment
bankers will allow us to generate acquisition opportunities and identify suitable acquisition candidates.



Xiaoyan Tang



Ms.
Tang is well-qualified to serve as our Chief Financial Officer due to her in-depth knowledge and experience in the U.S. and China
capital markets, her over ten years of experience and her leadership in financial reporting and financing management for several
companies.



Ray Chen



Mr.
Chen is well-qualified to serve as our Chief Operating Officer due to his in-depth knowledge and experience in aviation industry
and his significant leadership experience in several companies.



Jining Li



Mr.
Li is well-qualified to serve as a member of our board of directors given his significant leadership experience in several companies,
and in-depth knowledge and experience in the aviation industry for over 15 years.



Kinpui Choi



Mr. Choi is well-qualified to serve as
a member of our board of directors due to his extensive experience managing several companies, his understanding of the fiduciary
duties as a board member, his high standards of ethics, as well as his demonstrated professionalism.



Weiping Chen



Mr. Chen is well-qualified to serve as
a member of our board of directors given his number of years of service in the international trade industry, understanding of the
fiduciary duties as a board member, his high standards of ethics, as well as his demonstrated professionalism.



Simin Xie



Mr. Chen is well-qualified to serve as
a member of our board of directors given his number of years of service in the legal industry, understanding of the fiduciary duties
as a board member, his high standards of ethics, as well as his demonstrated professionalism.



Board Committees



The Board has a standing audit, nominating
and compensation committee, which were established at the closing of our initial public offering. The independent directors oversee
director nominations. Each committee has a charter.



Audit Committee



The
Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent
accountants, reviewing their independence and performance; reviews the Company’s accounting and financial reporting processes
and the integrity of its financial statements; the audits of the Company’s financial statements and the appointment, compensation,
qualifications, independence and performance of the Company’s independent auditors; the Company’s compliance with legal
and regulatory requirements; and the performance of the Company’s internal audit function and internal control over financial
reporting. The Audit Committee was not established until the closing of our initial public offering.



22









The members of the Audit
Committee are Kinpui Choi, Weiping Chen, and Simin Xie, each of whom is an independent director under NASDAQ’s listing standards.
Kinpui Choi is the Chairperson of the audit committee. The Board has determined that both Kinpui Choi qualify as an “audit
committee financial expert,” as defined under the rules and regulations of the SEC.



Nominating Committee



The Nominating Committee is responsible
for overseeing the selection of persons to be nominated to serve on our Board. Specifically, the Nominating Committee makes recommendations
to the Board regarding the size and composition of the Board, establishes procedures for the director nomination process and screens
and recommends candidates for election to the Board. On an annual basis, the Nominating Committee recommends for approval by the
Board certain desired qualifications and characteristics for board membership. Additionally, the Nominating Committee establishes
and administers a periodic assessment procedure relating to the performance of the Board as a whole and its individual members.
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. 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. The Nominating
was not established until the closing of our initial public offering



The members of the Nominating
Committee are Kinpui Choi, Weiping Chen, and Simin Xie, each of whom is an independent director under NASDAQ’s listing standards.
Kinpui Choi is the Chairperson of the Nominating Committee.



Compensation Committee



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



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



The members of the Compensation Committee
are Kinpui Choi, Weiping Chen, and Simin Xie, each of whom is an independent director under NASDAQ’s listing standards. Kinpui
Choi is the Chairperson of the Compensation Committee.



23









Conflicts of Interest



Investors should be aware of the following
potential conflicts of interest:



| | ● | None of our officers and directors is required to commit
their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business
activities.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | In the course of their other business activities, our officers
and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company
as well as the other entities with which they are affiliated. Our management has pre-existing fiduciary duties and contractual
obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Our
officers and directors may in the future become affiliated with entities, including other blank check companies, engaged
in business activities similar to those intended to be conducted by our company.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The insider shares owned by our officers and directors
will be released from escrow only if a business combination is successfully completed and subject to certain other limitations.
Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their insider
shares if we do not complete a business combination. In addition, our officers and directors may loan funds to us after the IPO
and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid
if we complete an initial business combination. For the foregoing reasons, the personal and financial interests of our directors
and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination
in a timely manner and securing the release of their shares.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | ● | duty to act in good faith in what the director believes
to be in the best interests of the company as a whole;
| | - | --------------------------------------------------------------------------------------------------------------



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



| | ● | directors should not properly fetter the exercise of future
discretion;
| | - | -----------------------------------------------------------------------



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



| | ● | duty to exercise independent judgment.
| | - | --------------------------------------



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



As set out above, directors have a duty
not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit
as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or
authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission
granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.



Accordingly, as a result of multiple business
affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting
the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular
business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts
will be resolved in our favor. Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other
businesses of which they are officers or directors. To the extent they identify business opportunities which may be suitable for
the entities to which they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations.
Accordingly, it is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities
to which they owe pre-existing fiduciary obligations and any successors to such entities have declined to accept such opportunities.



24









In order to minimize potential conflicts
of interest which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed,
pursuant to a written agreement with us, until the earliest of a business combination, our liquidation or such time as he ceases
to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable
business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual
obligations he might have.



The following table summarizes the current
pre-existing fiduciary or contractual obligations of our officers and directors.



|Name of Individual |  | Name of Affiliated Company                                |  | Affiliation                        
|------------------ |  | --------------------------------------------------------- |  | -----------------------------------
|Jining Li          |  | Star Jet Co., Ltd.                                        |  | Founder and Chairman               
|Weiping Chen       |  | Shanghai Leadersco Co., Ltd.                              |  | Chairman and CEO                   
|Simin Xie          |  | China Minzu Securities Co., Ltd.                          |  | Independent Director               
|                   |  | Mod’s Hair Group                                          |  | External Supervisor                
|                   |  | China Automotive Engineering Research Institute Co., Ltd. |  | Independent Director               
|                   |  | C&I Partners                                              |  | Senior Partner and Managing Partner



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



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



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



25









Code of Ethics



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



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more
than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors,
and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed
by such reporting persons.



Because we were not a reporting company
in 2018, none of our executive officers, directors and greater than 10% beneficial owners were required to make Section 16(a) filings
in 2018.



ITEM 11.EXECUTIVE COMPENSATION



Employment Agreements



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



Executive Officers and Director Compensation



Other
than the HKD$50,000 (or approximately USD$6,370 based on an exchange rate of HKD$7.85 to USD$1.00 on March 29, 2019) per month
that has been paid since July 2018 to Yongsheng Liu, our Chief Executive Officer, for his services to us, no compensation of any
kind, including finders, consulting or other similar fees, has been paid or will be paid to any of our existing shareholders, including
our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation
of a business combination. However, such individuals will be reimbursed
for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses
and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses
and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee,
which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.



ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS



The following table sets forth as of March
29, 2019 the number of ordinary shares beneficially owned by (i) each person who is known by us to be the beneficial owner of more
than five percent of our issued and outstanding ordinary shares (ii) each of our officers and directors; and (iii) all of our officers
and directors as a group. As of March 29, 2019, we had 7,457,500 ordinary shares issued and outstanding.



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 record of beneficial ownership of any ordinary shares issuable upon exercise of the
warrants or conversion of rights, as the warrants are not exercisable within 60 days of March 29, 2019 and the rights are not convertible
within 60 days of March 29, 2019.



26









|Name and Address of Beneficial Owner(1)                         |  | Amount and Nature 
of Beneficial
 Ownership of 
Ordinary Shares |  | Approximate Percentage
 of Outstanding Ordinary 
Shares |  
|--------------------------------------------------------------- |  | --------------------------------------------------------------- |  | ------------------------------------------------------- | -
|Oriental Holdings Limited (2)                                   |  | 1,470,000                                                       |  | 19.71                                                   | %
|Yongsheng Liu                                                   |  | 143,750                                                         |  | *                                                       | %
|Xiaoyan Tang                                                    |  | 12,500                                                          |  | *                                                       | %
|Ray Chen                                                        |  | 6,250                                                           |  | *                                                       | %
|Jining Li (3)                                                   |  | 1,470,000                                                       |  | 19.71                                                   |  
|Kinpui Choi                                                     |  | 12,500                                                          |  | *                                                       | %
|Weiping Chen                                                    |  | 12,500                                                          |  | *                                                       | %
|Simin Xie                                                       |  | 12,500                                                          |  | *                                                       | %
|Yuehai Zhou                                                     |  | 12,500                                                          |  |                                                         |  
|Zhean Bao                                                       |  | 25,000                                                          |  |                                                         |  
|All directors and executive officers as a group (7 individuals) |  | 1,707,500                                                       |  | 22.89                                                   | %










| | * | Less than 1%.
| | - | -------------



| | (1) | Unless otherwise indicated, the business address of each
of the individuals is c/o Wealthbridge Acquisition Limited, Flat A, 6/F, Block A, Tonnochy Towers, No. 272 Jaffe Road, Wanchai,
Hong Kong.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Jining Li and Yongsheng Liu jointly own, and Jining Li
controls, Oriental Holdings Limited, our Sponsor.
| | --- | --------------------------------------------------------------------------------------------------------



| | (3) | Consists of shares owned by Oriental Holdings Limited,
our Sponsor.
| | --- | -------------------------------------------------------------------



All of the insider shares issued and outstanding
prior to the IPO were placed in escrow with Continental Stock Transfer
& Trust Company, LLC, as escrow agent, until (1) with respect to 50% of the insider shares, the earlier of one year
after the date of the consummation of our initial business combination and the date on which the closing price of our ordinary
shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect
to the remaining 50% of the insider shares, one year after the date of the consummation of our initial business combination, or
earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange
or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities
or other property.



During the escrow period, the holders of
these shares will not be able to sell or transfer their securities except (i) for transfers to our officers, directors or their
respective affiliates (including for transfers to an entity’s members upon its liquidation), (ii) to relatives and trusts
for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified
domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of our securities,
(vi) by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which
the shares were originally purchased or (vii) to us for no value for cancellation in connection with the consummation of our initial
business combination, in each case (except for clause (vii)) where the transferee agrees to the terms of the escrow agreement,
but will retain all other rights as our shareholders, including, without limitation, the right to vote their ordinary shares and
the right to receive cash dividends, if declared. If dividends are declared and payable in ordinary shares, such dividends will
also be placed in escrow. If we are unable to effect a business combination and liquidate the trust account, none of our initial
shareholders will receive any portion of the liquidation proceeds with respect to their insider shares.



In order to meet our working capital needs,
our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to
time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory
note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s
discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into private units at a
price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 55,000 ordinary shares
(which includes 5,000 shares issuable upon conversion of rights) and warrants to purchase 25,000 ordinary shares if $500,000 of
notes were so converted). Our shareholders have approved the issuance of the units and underlying securities upon conversion of
such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination.
If we do not complete a business combination, the loans will not be repaid.



27









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



ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



In July 2018, the Company issued an
aggregate of 1,150,000 insider shares to the initial shareholders for an aggregate purchase price of $25,100 in cash. On
October 15, 2018, the Company effected a 5 for 4 stock split of its common stock, resulting in 1,437,500 insider shares outstanding.
All share and per-share amounts have been retroactively restated to reflect the stock split.



Simultaneously with the closing of the
IPO, the Company consummated the private placement with certain of its initial shareholders of 247,500 units at a price of $10.00
per Private Unit, generating total proceeds of $2,475,000. In addition, the Company also consummated the sale of an additional
22,500 Private Units at $10.00 per Private Unit to certain of its initial shareholders, generating total gross proceeds of $225,000,
in connection with the exercise of the underwriter’s over-allotment option.



In order to meet our working capital needs
following the consummation of the IPO, our initial shareholders, officers and directors and their respective affiliates may, but
are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.
Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination,
without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business
combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units
to acquire 55,000 ordinary shares (which includes 5,000 shares issuable upon conversion of rights) and warrants to purchase 25,000
ordinary shares if $500,000 of notes were so converted). Our shareholders have approved the issuance of the units and underlying
securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of
our initial business combination. If we do not complete a business combination, the loans would be repaid out of funds not held
in the trust account, and only to the extent available.



The holders of our insider shares issued
and outstanding prior to the date of the IPO, as well as the holders of the private units (and all underlying securities) and any
securities our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans
made to us, will be entitled to registration rights pursuant to offering registration rights agreement. The holders of a majority
of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the
insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these
ordinary shares are to be released from escrow. The holders of a majority of the private units or securities issued in payment
of working capital loans made to us can elect to exercise these registration rights at any time after we consummate a business
combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing
of any such registration statements.



We will reimburse our officers and directors
for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as
identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket
expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in
the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed
by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and
payments made to any initial shareholder or member of our management team, or our or their respective affiliates, and any reimbursements
and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested
director abstaining from such review and approval.



28









Other than $10,000 per month to Oriental
Holdings Limited for its general and administrative services, and the HKD$50,000 (or approximately USD$6,370 based on an exchange
rate of HKD$7.85 to USD$1.00 on March 29, 2019) per month has been paid since July 2018 to Yongsheng Liu, our Chief Executive Officer,
for his services to us, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation,
will be paid to any of our initial shareholders, officers or directors who owned our ordinary shares prior to the IPO, or to any
of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that
it is).



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



29













Related
Party Policy



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



We
also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire
that elicits information about related party transactions.



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



These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents
a conflict of interest on the part of a director, employee or officer.



To
further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which
is affiliated with any of our initial shareholders unless we obtain an opinion from an independent investment banking firm that
the business combination is fair to our unaffiliated shareholders from a financial point of view. Furthermore, in no event will
any of our existing officers, directors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of
a business combination.



Director
Independence



Nasdaq
listing standards require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least
three independent directors and that a majority of our board of directors be independent. For a description of the director independence,
see above Part III, Item 10 - Directors, Executive Officers and Corporate Governance.



| | ITEM
                                         14. | PRINCIPAL
                                        ACCOUNTANT FEES AND SERVICES
| | ------------------------------------------------- | ------------------------------------------------------------------------------



The
following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, 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 Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for
professional services rendered for the audit of our annual financial statements, review of the financial information included
in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from May 2, 2018 (inception)
through December 31, 2018 totaled approximately $42,500. The above amounts include interim procedures and audit fees, as well
as attendance at audit committee meetings.





30







Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include
attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting
standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards during the period from
May 2, 2018 (inception) through December 31, 2018.



Tax
Fees. We did not pay Marcum for tax planning and tax advice for the period from May 2, 2018 (inception) through December 31,
2018.



All
Other Fees. We did not pay Marcum for other services for the period from May 2, 2018 (inception) through December 31, 2018.



Pre-Approval
Policy



Our
audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our
board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will
pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees
and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved
by the audit committee prior to the completion of the audit).





31







part
IV



| | ITEM
                                         15. | EXHIBITS
                                        AND FINANCIAL STATEMENT SCHEDULES
| | ------------------------------------------------- | ----------------------------------------------------------------------------------



|(a) |  | Financial
Statements:
|--- |  | ---------------------



| | (1) | Financial Statements:
| | --- | ---------------------



|                                                            |  | Page
|----------------------------------------------------------- |  | ----
|Report
    of Independent Registered Public Accounting Firm |  | F-1 
|Balance
    Sheets                                          |  | F-2 
|Statements
    of Operations                                |  | F-3 
|Statements
    of Changes in Shareholders’ Equity           |  | F-4 
|Statements
    of Cash Flows                                |  | F-5 
|Notes
    to Financial Statements                           |  | F-6 



| | (2) | All supplemental schedules have been omitted
    since the information is either included in the financial statements or the notes thereto or they are not required or are
    not applicable
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) | See attached Exhibit Index of this Annual Report
    on Form 10-K                                                                                                                            



|(b) |  | Exhibits
|--- |  | --------



|Exhibit
No. |  | Description                                                                                                                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                                                       
|1.1         |  | Underwriting Agreement, dated February 5, 2019,
    by and between the Registrant and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Current Report
    on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019)              
|            |  |                                                                                                                                                                                                                                                                                       
|3.1         |  | Amended and Restated Memorandum and Articles
    of Association (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities
    & Exchange Commission on December 21, 2018)                                                         
|            |  |                                                                                                                                                                                                                                                                                       
|4.1         |  | Specimen Unit Certificate (incorporated by reference
    to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on December 21,
    2018)                                                                                           
|            |  |                                                                                                                                                                                                                                                                                       
|4.2         |  | Specimen Ordinary Share Certificate (incorporated
    by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on
    December 21, 2018)                                                                               
|            |  |                                                                                                                                                                                                                                                                                       
|4.3         |  | Specimen Warrant Certificate (incorporated by
    reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December
    21, 2018)                                                                                      
|            |  |                                                                                                                                                                                                                                                                                       
|4.4         |  | Specimen Right Certificate (incorporated by
    reference to Exhibit 4.4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December
    21, 2018)                                                                                        
|            |  |                                                                                                                                                                                                                                                                                       
|4.5         |  | Warrant Agreement, dated February 5, 2019, by
    and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.1
    to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019)
|            |  |                                                                                                                                                                                                                                                                                       
|4.6         |  | Rights Agreement, dated February 5, 2019, by
    and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.2
    to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019) 
|            |  |                                                                                                                                                                                                                                                                                       
|4.7         |  | Form of Unit Purchase Option between the Registrant
    and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the
    Securities & Exchange Commission on February 11, 2019)                                        





32







|10.1    |  | Letter Agreements by and between the Registrant
    and each of the initial shareholders, officers and directors of the Registrant (incorporated by reference to Exhibit 10.1
    to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019)                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                                                                         
|10.2    |  | Investment Management Trust Account Agreement,
    dated February 5, 2019, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated
    by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February
    11, 2019) 
|        |  |                                                                                                                                                                                                                                                                                                                         
|10.3    |  | Stock Escrow Agreement, dated February 5, 2019,
    among the Registrant, Continental Stock Transfer & Trust Company, LLC, and the initial shareholders (incorporated by reference
    to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019)          
|        |  |                                                                                                                                                                                                                                                                                                                         
|10.4    |  | Registration Rights Agreement, dated February
    5, 2019, among the Registrant, Continental Stock Transfer & Trust Company, LLC and the initial shareholders (incorporated
    by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February
    11, 2019)
|        |  |                                                                                                                                                                                                                                                                                                                         
|10.5    |  | Form of Subscription Agreement among the Registrant,
    the Initial Shareholders and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 10.5 to the Registration Statement
    on Form S-1 filed with the Securities & Exchange Commission on December 21, 2018)                                       
|        |  |                                                                                                                                                                                                                                                                                                                         
|14      |  | Form of Code of Ethics (incorporated by reference
    to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on December 21,
    2018)                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                         
|99.1    |  | Form of Audit Committee Charter (incorporated
    by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission
    on December 21, 2018)                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                         
|99.2    |  | Form of Nominating Committee Charter (incorporated
    by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission
    on December 21, 2018)                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                         
|99.3    |  | Form of Compensation Committee Charter (incorporated
    by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission
    on December 21, 2018)                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                         
|101.INS |  | XBRL
    Instance Document                                                                                                                                                                                                                                                                                              
|        | 
|101.SCH |  | XBRL
    Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                             
|        | 
|101.CAL |  | XBRL
    Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                               
|        | 
|101.DEF |  | XBRL
    Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                
|        | 
|101.LAB |  | XBRL
    Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                                                     
|        | 
|101.PRE |  | XBRL
    Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                              












33







SIGNATURES



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



|                         |                                  |                            
|------------------------ | -------------------------------- | ---------------------------
|                         | WEALTHBRIDGE ACQUISITION LIMITED
|                         |                                  |                            
|Dated:
    April 1, 2019 | By:                              | /s/Yongsheng
    Liu       
|                         | Name:                            | Yongsheng Liu              
|                         | Title:                           | Chief Executive
    Officer



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Name                  |  | Position                                                                              |  | Date         
|--------------------- |  | ------------------------------------------------------------------------------------- |  | -------------
|                      |  |                                                                                       |  |              
|/s/ Yongsheng
    Liu |  | Chief Executive Officer (Principal
    executive officer) and Director                |  | April 1, 2019
|Yongsheng Liu         |  |                                                                                       | 
|                      |  |                                                                                       |  |              
|/s/ Xiaoyan
    Tang  |  | Chief Financial Officer (Principal
    financial and accounting officer) and Director |  | April 1, 2019
|Xiaoyan Tang          |  |                                                                                       | 
|                      |  |                                                                                       |  |              
|/s/
Ray Chen          |  | Chief Operating Officer                                                               |  | April 1, 2019
|Ray Chen              |  |                                                                                       |  |              
|                      |  |                                                                                       |  |              
|/s/ Jining
    Li     |  | Director                                                                              |  | April 1, 2019
|Jining Li             |  |                                                                                       |  |              
|                      |  |                                                                                       |  |              
|/s/ Kinpui
    Choi   |  | Independent Director                                                                  |  | April 1, 2019
|Kinpui Choi           |  |                                                                                       |  |              
|                      |  |                                                                                       |  |              
|/s/ Weiping
    Chen  |  | Independent Director                                                                  |  | April 1, 2019
|Weiping Chen          |  |                                                                                       |  |              
|                      |  |                                                                                       |  |              
|/s/ Simin
    Xie     |  | Independent Director                                                                  |  | April 1, 2019
|Simin Xie             |  |                                                                                       |  |              





34







EXHIBIT
INDEX



|Exhibit
No. |  | Description                                                                                                                                                                                                                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                                                                             
|1.1         |  | Underwriting Agreement, dated February 5, 2019, by and between the Registrant and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019)                                            
|            |  |                                                                                                                                                                                                                                                                                                             
|3.1         |  | Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on December 21, 2018)                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                             
|4.1         |  | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on December 21, 2018)                                                                                                                         
|            |  |                                                                                                                                                                                                                                                                                                             
|4.2         |  | Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 21, 2018)                                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                             
|4.3         |  | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 21, 2018)                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                             
|4.4         |  | Specimen Right Certificate (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 21, 2018)                                                                                                                      
|            |  |                                                                                                                                                                                                                                                                                                             
|4.5         |  | Warrant Agreement, dated February 5, 2019, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019)                              
|            |  |                                                                                                                                                                                                                                                                                                             
|4.6         |  | Rights Agreement, dated February 5, 2019, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019)                               
|            |  |                                                                                                                                                                                                                                                                                                             
|4.7         |  | Form of Unit Purchase Option between the Registrant and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019)                                                                      
|            |  |                                                                                                                                                                                                                                                                                                             
|10.1        |  | Letter Agreements by and between the Registrant and each of the initial shareholders, officers and directors of the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019)                           
|            |  |                                                                                                                                                                                                                                                                                                             
|10.2        |  | Investment Management Trust Account Agreement, dated February 5, 2019, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019) 
|            |  |                                                                                                                                                                                                                                                                                                             
|10.3        |  | Stock Escrow Agreement, dated February 5, 2019, among the Registrant, Continental Stock Transfer & Trust Company, LLC, and the initial shareholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019)      
|            |  |                                                                                                                                                                                                                                                                                                             
|10.4        |  | Registration Rights Agreement, dated February 5, 2019, among the Registrant, Continental Stock Transfer & Trust Company, LLC and the initial shareholders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 11, 2019)





35







|10.5    |  | Form of Subscription Agreement among the Registrant, the Initial Shareholders and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on December 21, 2018)
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                          
|14      |  | Form of Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on December 21, 2018)                                                                                          
|        |  |                                                                                                                                                                                                                                                                          
|99.1    |  | Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on December 21, 2018)                                                                               
|        |  |                                                                                                                                                                                                                                                                          
|99.2    |  | Form of Nominating Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on December 21, 2018)                                                                          
|        |  |                                                                                                                                                                                                                                                                          
|99.3    |  | Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on December 21, 2018)                                                                        
|        |  |                                                                                                                                                                                                                                                                          
|31.1    |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.                                                                                                              
|        |  |                                                                                                                                                                                                                                                                          
|31.2    |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.                                                                                                              
|        |  |                                                                                                                                                                                                                                                                          
|32      |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                           
|        |  |                                                                                                                                                                                                                                                                          
|101.INS |  | XBRL
    Instance Document                                                                                                                                                                                                                                               
|        | 
|101.SCH |  | XBRL
    Taxonomy Extension Schema Document                                                                                                                                                                                                                              
|        | 
|101.CAL |  | XBRL
    Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                
|        | 
|101.DEF |  | XBRL
    Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                 
|        | 
|101.LAB |  | XBRL
    Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                      
|        | 
|101.PRE |  | XBRL
    Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                               





36







WEALTHBRIDGE
ACQUISITION LIMITED



INDEX
TO FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting Firm | F-2            
|------------------------------------------------------- | ---------------
|Financial
    Statements:                               |                
|Balance Sheet                                           | F-3            
|Statement of Operations                                 | F-4            
|Statement of Changes in Shareholders’ Equity            | F-5            
|Statement of Cash Flows                                 | F-6            
|Notes to Financial Statements                           | F-7
    to F-15





F-1







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Shareholders and Board of Directors of



Wealthbridge
Acquisition Limited



Opinion
on the Financial Statements



We
have audited the accompanying balance sheet of Wealthbridge Acquisition Limited (the “Company”) as of December
31, 2018, the related statements of operations, changes in shareholders’ deficit and cash flows for the period from May
2, 2018 (inception) through December 31, 2018, 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, 2018, and the results of its operations and its cash flows for the period from May 2, 2018
(inception) through December 31, 2018, in conformity with accounting principles generally accepted in the United States of
America.



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 audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
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 audit 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
audit 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 audit 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 audit provides a reasonable basis for our opinion.



/s/
Marcum LLP



Marcum
LLP



We
have served as the Company’s auditor since 2018.

New
York, NY

April
1, 2019



F-2













WEALTHBRIDGE
ACQUISITION LIMITED

BALANCE
SHEETDECEMBER 31, 2018



|ASSETS                                                                                              |  
|--------------------------------------------------------------------------------------------------- | -
|Current
    asset – Cash                                                                            | $
|Deferred
    offering costs                                                                         |  
|Total
    Assets                                                                                    | $
|                                                                                                    |  
|LIABILITIES
    AND SHAREHOLDERS’ deficit                                                           |  
|Current
    liabilities                                                                             |  
|Advance
    from related party                                                                      | S
|Promissory
    note – related party                                                                 |  
|Total
    Current Liabilities                                                                       |  
|                                                                                                    |  
|Commitments                                                                                         |  
|                                                                                                    |  
|Shareholders’
    Deficit                                                                           |  
|Ordinary
shares, no par value; unlimited shares authorized; 1,437,500 shares issued and outstanding |  
|Accumulated
    deficit                                                                             |  
|Total
    Shareholders’ deficit                                                                     |  
|Total
    Liabilities and Shareholders’ Deficit                                                     | $



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



F-3







WEALTHBRIDGE
ACQUISITION LIMITED

STATEMENT
OF OPERATIONS

FOR
THE PERIOD FROM MAY 2, 2018 (INCEPTION) TO DECEMBER 31, 2018



|Formation
    and operating costs                              |  | $ | 60,837    |  
|-------------------------------------------------------------- |  | - | --------- | -
|Net
    Loss                                                   |  | $ | (60,837   | )
|                                                               |  |   |           |  
|Weighted
    average shares outstanding, basic and diluted (1) |  |   | 1,250,000 |  
|                                                               |  |   |           |  
|Basic
    and diluted net loss per common share                |  | $ | (0.05     | )



| | (1) | Excluded
an aggregate of up to 187,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by
the underwriters (see Note 5).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



F-4







WEALTHBRIDGE
ACQUISITION LIMITED

STATEMENT
OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR
THE PERIOD FROM MAY 2, 2018 (INCEPTION) TO DECEMBER 31, 2018











|                                                    |  |  | Ordinary
    Shares |  | Accumulated
                                                                  Deficit |   | Total
                                                                  Shareholders’
                                                                  (Deficit)
                                                                  Equity
|--------------------------------------------------- |  |  | ------------------- |  | ------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                    |  |  | Shares              |  |                                                                                       |   | Amount                                                                                                                                                                                                                                    
|Balance
    – May     2, 2018 (inception)           |  |  | —                   |  |                                                                                       | $ | —                                                                                                                                                                                                                                         
|                                                    |  |  |                     |  |                                                                                       |   |                                                                                                                                                                                                                                           
|Issuance
of ordinary shares to initial shareholders |  |  | 1,437,500           |  |                                                                                       |   | 25,100                                                                                                                                                                                                                                    
|                                                    |  |  |                     |  |                                                                                       |   |                                                                                                                                                                                                                                           
|Net
    loss                                        |  |  | —                   |  |                                                                                       |   | —                                                                                                                                                                                                                                         
|                                                    |  |  |                     |  |                                                                                       |   |                                                                                                                                                                                                                                           
|Balance
    –     December     31, 2018             |  |  | 1,437,500           |  |                                                                                       | $ | 25,100                                                                                                                                                                                                                                    





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



F-5







WEALTHBRIDGE
ACQUISITION LIMITED

STATEMENTS
OF CASH FLOWSFOR THE PERIOD FROM MAY 2, 2018 (INCEPTION) TO DECEMBER 31, 2018



|Cash
    Flows from Operating Activities:                             |  |  
|--------------------------------------------------------------------- |  | -
|Net
    Loss                                                          |  | $
|Net
    cash used in operating activities                             |  |  
|                                                                      |  |  
|Cash
    Flows from Financing Activities:                             |  |  
|Proceeds
    from issuance of ordinary shares to initial shareholders |  |  
|Advances
    from related party                                       |  |  
|Proceeds
    from promissory note – related party                     |  |  
|Payment
    of offering costs                                         |  |  
|Net
    cash provided by financing activities                         |  |  
|                                                                      |  |  
|Net
    Change in Cash                                                |  |  
|Cash
    –     Beginning                                              |  |  
|Cash
    –     Ending                                                 |  | $



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



F-6









WEALTHBRIDGE
ACQUISITION LIMITED

NOTES
TO FINANCIAL STATEMENTS

FOR
THE YEAR ENDED DECEMBER 31, 2018





NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS



Wealthbridge
Acquisition Limited (the “Company”) is a blank check company incorporated in the British Virgin Islands on May 2,
2018. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more businesses or entities (“Business Combination”). Although
the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination,
the Company intends to focus on businesses in and around the air transportation and aviation industry in China.



At
December 31, 2018, the Company had not yet commenced any operations. All activity through December 31, 2018 relates to the Company’s
formation and the Initial Public Offering (as defined below). The Company is subject to all of the risks associated with early
stage and emerging growth companies.



The
registration statement for the Company’s Initial Public Offering was declared effective on February 5, 2019. On February
8, 2019, the Company consummated the Initial Public Offering of 5,000,000 units (“Units” and, with respect to the
ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of
$50,000,000, which is described in Note 3.



Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 247,500 units (the “Private Units”)
at a price of $10.00 per Private Unit in a private placement to the Company’s sponsor, Oriental Holdings Limited (the “Sponsor”),
jointly owned by the Company’s director, Jining Li, through Keen Nice Communications Limited and Yongsheng Liu, generating
gross proceeds of $2,475,000, which is described in Note 4.



Following
the closing of the Initial Public Offering on February 8, 2019, an amount of $50,000,000 ($10.00 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust
Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended
investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of
the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or
(ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.



On
February 20, 2019, the underwriters exercised their over-allotment option in full, resulting in an additional 750,000 Units issued
for $7,500,000, less the underwriters’ discount of $225,000. In connection with the underwriters’ exercise of their
over-allotment option in full, the Company also consummated the sale of an additional 22,500 Private Units at $10.00 per Private
Unit, generating total gross proceeds of $225,000. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate
proceeds held in the Trust Account to $57,500,000.



Transaction
costs amounted to $4,415,225, consisting of $1,725,000 of underwriting fees, $2,012,500 of deferred underwriting fees and $677,725
of other costs. In addition, as of February 8, 2019, $661,112 of cash was held outside of the Trust Account and is available for
working capital purposes.



The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses
that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting
commissions and interest released to pay taxes payable) at the time of signing a definitive agreement in connection with a Business
Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50%
or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.



F-7









WEALTHBRIDGE
ACQUISITION LIMITED

NOTES
TO FINANCIAL STATEMENTS

FOR
THE YEAR ENDED DECEMBER 31, 2018







The
Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii)
by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or
conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any
pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting
commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion
of a Business Combination with respect to the Company’s warrants.



The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted
in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder
vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,
offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file
tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior
to completing a Business Combination.



The
Company’s initial shareholders (the “initial shareholders”) have agreed (a) to vote their founder shares, the
ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after
the Initial Public Offering in favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Company’s
Amended and Restated Memorandum and Articles of Association that would stop the public shareholders from converting or selling
their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s
obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination
Period unless the Company provides dissenting public shareholders with the opportunity to convert their Public Shares into the
right to receive cash from the Trust Account in connection with any such vote; (c) not to convert any founder shares and Private
Units (including underlying securities) (as well as any Public Shares purchased during or after the Initial Public Offering) into
the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or sell
any shares in a tender offer in connection with a Business Combination) or a vote to amend the provisions of the Amended and Restated
Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that
the founder shares and Private Units (including underlying securities) shall not participate in any liquidating distributions
upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating
distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if
the Company fails to complete its Business Combination.



The
Company will have until February 8, 2020 to consummate a Business Combination. However, if the Company anticipates that it may
not be able to consummate a Business Combination by February 8, 2020, the Company may, but is not obligated to, extend the period
of time to consummate a Business Combination three times by an additional three months each time (for a total of up to 21 months
to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company
to consummate a Business Combination, the initial shareholders or their affiliates or designees must deposit into the Trust Account
$575,000 ($0.10 per share), on or prior to the applicable deadline.



If
the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem
100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest earned (net of taxes payable), 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 the remaining shareholders
and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the
Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The
underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the
Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included
with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such
distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00.



F-8









WEALTHBRIDGE
ACQUISITION LIMITED

NOTES
TO FINANCIAL STATEMENTS

FOR
THE YEAR ENDED DECEMBER 31, 2018







The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or
products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction
agreement, reduce the amounts in the Trust Account to below $10.00 per share, except as to any claims by a third party who executed
a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity
of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against
a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will
seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
to have all vendors, service providers, prospective target businesses or other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust
Account.



NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis
of presentation



The
accompanying financial statements are presented in U.S. dollars and in conformity with accounting principles generally accepted
in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.



Emerging
growth company



The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,
not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved.



Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The
Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and
it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the
new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.



F-9











WEALTHBRIDGE
ACQUISITION LIMITED

NOTES
TO FINANCIAL STATEMENTS

FOR
THE YEAR ENDED DECEMBER 31, 2018





Use
of estimates



The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period.



Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates.



Cash
and cash equivalents



The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of December 31, 2018.



Income
taxes



The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an
asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities
are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future
taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.



ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands
is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax
benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position.



The
Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations
may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance
with foreign tax laws.



The
Company’s tax provision is zero because the Company is organized in the British Virgin Islands with no connection to any
other taxable jurisdiction. As such, the Company has no deferred tax assets. The Company is considered to be an exempted British
Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands
or the United States.



Net
loss per share



Net
loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period,
excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500
ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5).
At December 31, 2018, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised
or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same
as basic loss per share for the period presented.



Concentration
of credit risk



Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2018, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.



F-10









WEALTHBRIDGE
ACQUISITION LIMITED

NOTES
TO FINANCIAL STATEMENTS

FOR
THE YEAR ENDED DECEMBER 31, 2018





Fair
value of financial instruments



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



Recently
issued accounting standards



Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have
a material effect on the Company’s financial statement.



NOTE
3. INITIAL PUBLIC OFFERING



Pursuant
to the Initial Public Offering, the Company sold 5,750,000 Units at a purchase price of $10.00 per Unit, which includes the exercise
by the underwriters of their over-allotment option in full of 750,000 Units at $10.00 per Unit. Each Unit consists of one ordinary
share, one redeemable warrant (“Public Warrant”) and one right (“Public Right”). Each Public Warrant entitles
the holder to purchase one-half of one ordinary share at an exercise price of $11.50 per whole share (see Note 7). However,
the Public Warrants may only be exercised for a whole number of shares, meaning that the Public Warrants must be exercised in
multiples of two. Each Public Right entitles the holder to receive one-tenth of one ordinary share at the closing of a Business
Combination (see Note 7).



NOTE
4. PRIVATE PLACEMENT



Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 247,500 Private Units at a price of $10.00
per Private Unit, or $2,475,000 in the aggregate. On February 20, 2019, in connection with the underwriters’ exercise of
the over-allotment option in full, the Sponsor purchased an additional 22,500 Private Units for an aggregate purchase price of
$225,000. Each Private Unit consists of one Private Share, one redeemable warrant (each, a “Private Warrant”) and
one right (each, a “Private Right”). Each Private Warrant is exercisable to purchase one-half of one ordinary share
at a price of $11.50 per whole share. However, the Private Warrants may only be exercised for a whole number of shares, meaning
that the Private Warrants must be exercised in multiples of two. Each Private Right entitles the holder to receive one-tenth of
one ordinary share at the closing of a Business Combination. The proceeds from the sale of the Private Units were added to the
net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination
within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public
Shares (subject to the requirements of applicable law) and the Private Warrants and Private Rights will expire worthless.



NOTE
5. RELATED PARTY TRANSACTIONS



Founder
Shares



In
July 2018, the Company issued an aggregate of 1,150,000 founder shares to the initial shareholders for an aggregate purchase price
of$25,100 in cash. On October 15, 2018, the Company effected a 5 for 4 stock split of its ordinary share, resulting in
1,437,500 founder shares outstanding. The founder shares included an aggregate of up to 187,500 shares subject to forfeiture by
the initial shareholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that
the initial shareholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public
Offering (assuming the initial shareholders did not purchase any Public Shares in the Initial Public Offering and excluding the
Private Units and underlying securities). In connection with the underwriters’ exercise of the over-allotment option in
full on February 20, 2019, 187,500 founder shares are no longer subject to forfeiture.



The
initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees)
until (1) with respect to 50% of the founder shares, the earlier of six months after the completion of a Business Combination
and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share for any 20 trading days within
any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the founder shares,
six months after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination,
the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their ordinary shares for cash, securities or other property.



F-11







WEALTHBRIDGE
ACQUISITION LIMITED

NOTES
TO FINANCIAL STATEMENTS

FOR
THE YEAR ENDED DECEMBER 31, 2018



Advance
from Related Party



Keen
Nice Communications Limited advanced the Company an aggregate of $12,820 to be used for the payment of costs related to the Initial
Public Offering. The advances were non-interest bearing, unsecured and due on demand. As of December 31, 2018, advances amounting
to $12,820 were outstanding (see below).



Promissory
Note — Related Party



The
Company issued Keen Nice Communications Limited a promissory note, pursuant to which the Company borrowed an aggregate of $390,000
(the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and due on the closing of the Initial
Public Offering. As of December 31, 2018, $390,000 was outstanding under the Promissory Note.



On
February 14, 2019, the Company amended the Promissory Note with Keen Nice Communications Limited (the “Amended Promissory
Note”), pursuant to which the outstanding advances in the amount of $25,641 and the outstanding loans under the Promissory
Note in the amount of $390,000 were combined into one note for an aggregate amount of $415,641. The Amended Promissory Note is
non-interest bearing, unsecured and due upon the consummation of a Business Combination.



Administrative
Services Agreement



The
Company entered into an agreement, commencing on February 5, 2019 through the earlier of the consummation of a Business Combination
or the Company’s liquidation, to pay the Sponsor a monthly fee of $10,000 for general and administrative services, including
office space, utilities and administrative services, of which HKD50,000 (or approximately USD$6,369 based on an exchange rate
of HKD$7.85 to USD$1.00 on February 8, 2019) per month will be paid to the Company’s Chief Executive Officer for services
to the Company. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination
by the audit committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses
in connection with a Business Combination. Any such unpaid amount will accrue without interest and be due and payable no later
than the date of the consummation of a Business Combination.



Services Arrangement



The Company has entered into an arrangement with Star Jet Co., Ltd., a company whose founder and Chairman
is also a Director of the Company. During the year ended December 31, 2018, the Company paid Star Jet Co., Ltd. $12,821 in
fees for services provided, which has been recorded as deferred offering costs in the accompanying balance sheet.



Related
Party Loans



In
order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the
Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required
(“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $500,000
of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit.
In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account
to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.



Related
Party Extension Loans



As
discussed in Note 1, the Company may extend the period of time to consummate a Business Combination three times by an additional
three months each time (for a total of 21 months to complete a Business Combination). In order to extend the time available for
the Company to consummate a Business Combination, the initial shareholders or their affiliates or designees must deposit into
the Trust Account for each three month extension $575,000 ($0.10 per Unit), on or prior to the date of the applicable deadline.
The initial shareholders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit
that will not be repaid in the event that the Company is unable to complete a Business Combination unless there are funds available
outside the Trust Account to do so. Such notes would either be paid upon consummation of a Business Combination, or, at the lender’s
discretion, converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per unit.



F-12









WEALTHBRIDGE
ACQUISITION LIMITED

NOTES
TO FINANCIAL STATEMENTS

FOR
THE YEAR ENDED DECEMBER 31, 2018







NOTE
6. COMMITMENTS AND CONTINGENCIES



Registration
Rights



Pursuant
to a registration rights agreement entered into on February 5, 2019, the holders of the founder shares, Private Units (and their
underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities)
are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that
the Company register such securities. The holders of the majority of the founder shares can elect to exercise these registration
rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The
holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans
(or underlying securities) or loans to extend our life can elect to exercise these registration rights at any time after the Company
consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.



Underwriters
Agreement



The
underwriters are entitled to a deferred fee of 3.50% of the gross proceeds of the Initial Public Offering, or $2,012,500. The
deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject
to the terms of the underwriting agreement.



Right
of First Refusal



Subject
to certain conditions, the Company granted Chardan, for a period of 15 months after the date of the consummation of a Business
Combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics;
or, in the case of a three-handed deal 20% of the economics, for any and all future public and private equity and debt offerings.
In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years
from the effective date of the registration statement related to the Initial Public Offering.



NOTE
7. SHAREHOLDERS’ EQUITY



Ordinary
Shares — The Company is authorized to issue an unlimited number of no par value ordinary shares. Holders of the
Company’s ordinary shares are entitled to one vote for each share. At December 31, 2018, there were 1,437,500 ordinary shares
issued and outstanding, of which 187,500 ordinary shares were subject to forfeiture to the extent that the underwriters’
over-allotment option was not exercised in full, so that the initial shareholders would own 20% of the issued and outstanding
shares after the Initial Public Offering (excluding the sale of the Private Units and assuming the initial shareholders did not
purchase any Units in the Initial Public Offering). On February 20, 2019, in connection with the underwriters’ exercise of the over-allotment option in full, 187,500 founder
shares are no longer subject to forfeiture.



Warrants— The Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or
(b) February 5, 2020. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration
statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such
ordinary shares. The Public Warrants may only be exercised for a whole number of shares, meaning that the Public Warrants must
be exercised in multiples of two. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable
upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the
holders may, until such time as there is an effective registration statement and during any period when the Company shall have
failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption
from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption
from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public
Warrants will expire five years from the effective date of the registration statement relating to the Initial Public Offering.



F-13









WEALTHBRIDGE
ACQUISITION LIMITED

NOTES
TO FINANCIAL STATEMENTS

FOR
THE YEAR ENDED DECEMBER 31, 2018





The
Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per
warrant:



| | ● | at
    any time while the Public Warrants are exercisable,                                                                                                                                                                                                                                                         
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | upon
    not less than 30 days’ prior written notice of redemption to each Public Warrant holder,                                                                                                                                                                                                                  
| | ● | if,
    and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days
    within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders,
    and                                       
| | ● | if,
    and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying
    such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day
    thereafter until the date of redemption.



If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise
the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and
number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event
of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. The Public Warrants
may only be exercised for a whole number of shares, meaning that the Public Warrants must be exercised in multiples of two. However,
the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event
will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within
the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any
of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside
of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.



The
Private Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that
the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable
or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Private Warrants may
only be exercised for a whole number of shares, meaning that the Private Warrants must be exercised in multiples of two. Additionally,
the Private Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial
purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their
permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis
as the Public Warrants.



Rights— Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public
Right will automatically receive one-tenth (1/10) of an ordinary share upon consummation of a Business Combination, even if the
holder of a Public Right converted all ordinary shares held by him, her or it in connection with a Business Combination or an
amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to its pre-business
combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination,
each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth
(1/10) of a share underlying each Public Right upon consummation of the Business Combination. No additional consideration will
be required to be paid by a holder of Public Rights in order to receive his, her or its additional ordinary shares upon consummation
of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held
by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company
will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per
share consideration the holders of ordinary shares will receive in the transaction on an as-converted into ordinary shares basis.



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



F-14







WEALTHBRIDGE
                                         ACQUISITION LIMITED

NOTES
TO FINANCIAL STATEMENTS

FOR
THE YEAR ENDED DECEMBER 31, 2018



Unit
Purchase Option



On
February 8, 2019, the Company sold to Chardan Capital Markets, LLC (and its designees) (“Chardan”), for $100, an option
to purchase up to 375,000 Units exercisable at $11.50 per Unit (or an aggregate exercise price of $4,312,500) commencing on the
later of August 5, 2019 and the consummation of a Business Combination. On February 20, 2019, in connection with the underwriters’
election to exercise the over-allotment option in full, the Company issued Chardan an option to purchase up to an additional 56,250
Units exercisable at $11.50 per Unit for no additional consideration. The unit purchase option may be exercised for cash or on
a cashless basis, at the holder’s option, and expires February 5, 2024. The Units issuable upon exercise of the option are
identical to those offered in the Initial Public Offering. The Company accounted for the unit purchase option, inclusive of the
receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to shareholders’
equity. The Company estimated the fair value of the unit purchase option is approximately $1,286,000, or $2.98 per Unit, using
the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as
of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 2.44% and
(3) expected life of five years. The option and such units purchased pursuant to the option, as well as the ordinary shares underlying
such units, the rights included in such units, the ordinary shares that are issuable for the rights included in such units, the
warrants included in such units, and the shares underlying such warrants, have been deemed compensation by FINRA and are therefore
subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not
be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following
the date of Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering
and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods
of five and seven years, respectively, from the effective date of the registration statement with respect to the registration
under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear
all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the
holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances
including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation.
However, the option will not be adjusted for issuances of ordinary shares at a price below its exercise price.



NOTE
8. SUBSEQUENT EVENTS



The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial
statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events
that would have required adjustment or disclosure in the financial statements.



F-15