Zi Toprun Acquisition ^{Withdrawn, Nasdaq: ZTOPU}

We are a newly organized Delaware blank check company incorporated on April 9, 2021. We intend to focus our search for a target business in the transportation industry, including businesses involving (i) battery or charging businesses, technology and software, (ii) auto pilot drive and Advanced Driver Assistance Systems (ADAS) related businesses including both hardware and software, and (iii) general microchip design and production and technology. While we may pursue an initial business combination target at any stage of its corporate evolution, we intend to focus our search on companies or businesses with a valuation of between $200 million and $600 million and which we believe have favorable long-term growth prospects, durable competitive advantages and the potential to earn sustainably high returns on invested capital. Although our efforts to identify a target business will not be limited to any particular industry or geographic region, we intend to pursue prospective targets that are in North America, Europe and Asia. Our sponsor and certain members of our Board of Directors and management have significant business ties to the People’s Republic of China, including Hong Kong. However, we have determined that because of uncertainties in the regulatory climate in this jurisdiction, and the potential for future governmental actions which might unfavorably impede future operations, we will not consider or undertake a business combination with an entity or business that is based in, or has its principal business operations in, the People’s Republic of China, including Hong Kong and Macau.