Item 4 — Purpose of Transaction
The information set forth in Items 3 and 6 of this Schedule 13D is incorporated herein by reference. The Reporting Persons acquired beneficial ownership of the Ordinary Shares reported herein in connection with the consummation of the transactions contemplated by the Business Combination Agreement. At the Second Merger Effective Time, each ordinary share of GOWell Technology Limited held by Hegro immediately prior thereto was converted into the right to receive Ordinary Shares of the Issuer based on the Exchange Ratio, resulting in Hegro's receipt of 28,571,430 Ordinary Shares of the Issuer. Pursuant to the Issuer's amended and restated memorandum and articles of association, for so long as Hegro, its affiliates and any other shareholders that have entered into an acting-in-concert agreement with Hegro collectively hold not less than 40% of the then-issued and outstanding Ordinary Shares and preferred shares of the Issuer, Hegro has the right to appoint and maintain in office such number of directors as constitutes 50% of the Issuer's board of directors and may remove and replace any director so appointed. In addition, pursuant to the Business Combination Agreement, Hegro and Inflection Point Fund I LP, or their respective successors and assigns, may receive their allocable portion of up to an aggregate of 20,000,000 additional Ordinary Shares in three tranches upon the achievement of specified EBITDA targets for fiscal years 2026, 2027 and 2028, as reported by the Issuer in its annual report filed with the SEC, in accordance with the terms and conditions of the Business Combination Agreement. Except as set forth in this Schedule 13D, the Reporting Persons do not presently have any plans or proposals that relate to or would result in any of the matters described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law and the agreements described herein, to acquire additional securities of the Issuer, dispose of securities of the Issuer, exercise their rights as shareholders of the Issuer or otherwise change their intentions with respect to any of the matters referred to in Item 4 of Schedule 13D.