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Item 1. Financial Statements

2022-03-08 compared with 2021-12-22 · 340 added, 124 removed, 289 unchanged (62% of the section changed)

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BALANCE SHEETS

October 31, 2021

Prepaid Expenses

Deferred Offering Costs

Liabilities and Shareholders’ Equity

held in Trust Account

Total current assets

Liabilities and Shareholders’

Accrued offering costs and expenses

Due to Related Party

Promissory Note - Related Party

Related Party Loans

Total current liabilities

Total liabilities

Deferred underwriting commissions

current liabilities

Commitments and Contingencies

Shareholders’ Deficit:

Ordinary shares, no par

unlimited shares

2,156,250 shares

issued and outstanding (1) —

shares subject to possible redemption, 8,225,000

shares at redemption value of $ 10.00 ,

and 400,000 shares

initial carrying value

Shareholders’ Equity

Ordinary shares, no

shares authorized;

and 2,156,250

shares issued and outstanding at January

31, 2022 and July 31, 2021, respectively (1)

Additional paid-in capital

Accumulated deficit

Total Shareholders’ deficit

Total Liabilities and Shareholders’ Deficit

number includes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full

or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters upon

the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 8).

Accumulated equity

( 2,009,023 )

Shareholders’ equity (deficit)

( 2,009,023 )

Liabilities and Shareholders’ Equity (Deficit )

number includes an aggregate of up to 281,250

shares subject to forfeiture

if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

As a result of the full exercise

of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture

(see Note 7).

accompanying notes are an integral part of these unaudited condensed financial statements.

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CONDENSED STATEMENTS OF OPERATIONS

For the three

October 31, 2021

the period from January 21, 2021

(Inception) to

July 31, 2021

Formation and operating costs

and diluted weighted average shares outstanding, basic and diluted (1)

Basic and diluted net loss per ordinary share

number excludes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full

the period from January 21, 2021 (inception) through January 31, 2021

and operating costs

Loss from operations

on marketable securities held in trust

$ ( 224,890 )

$ ( 270,477 )

and diluted weighted average redeemable ordinary shares outstanding, basic and diluted (1)

and diluted net income per redeemable ordinary share

Weighted average shares outstanding of non-redeemable ordinary

Basic and diluted net loss per share, non-redeemable ordinary

number includes an aggregate of up to 281,250

shares exercised in full

or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters upon

As a result of the full exercise of the over-allot ment option by the underwriters upon

the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 7).

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ACQUISITION 2 CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

THE PERIOD FROM JANUARY 21, 2021 (INCEPTION) THROUGH OCTOBER 31, 2021

Ordinary Shares

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE SIX MONTHS ENDED JANUARY 31, 2022

Shareholders’

Equity(Deficit)

as of July 31, 2021

Balance as of October

31, 2021 (unaudited)

Sale of 8,625,000 Units through public offering

Sale of 292,250

Private Units

Sale of representative’s purchase option

Underwriters’ commission

( 1,725,000 )

Deferred underwriter commission

( 3,018,750 )

Other offering expenses

Ordinary shares subject to redemption

( 8,625,000 )

( 71,074,007 )

measurement of ordinary shares subject to redemption under ASC 480-10-S99 against additional paid-in capital

Balance as of January

31, 2022 (unaudited)

$ ( 2,009,023 )

number includes an aggregate of up to 281,250

shares subject to forfeiture

if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

As a result of the full exercise

of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture

(see Note 7).

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION 2 CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY (DEFICIT)

THE PERIOD FROM JANUARY 21, 2021(INCEPTION) THROUGH JANUARY 31, 2021

Shareholder’s

Balance as of January 21, 2021 (inception)

Issuance of ordinary shares to Initial Shareholder upon formation

Issuance of ordinary shares to Initial Shareholder

Balance as of July 31, 2021

Balance as of October 31, 2021

number includes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full

or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters upon

the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 8).

Balance as of January

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION 2 CORP.

STATEMENTS OF CASH FLOWS

the period from January 21, 2021 (Inception) to

July 31, 2021

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Formation and operating costs paid by related party

Changes in current assets and liabilities:

CONDENSED STATEMENTS OF CASH FLOWS

the Six months ended

Cash flows from operating

$ ( 270,477 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Formation costs paid by

related party

earned on cash and marketable securities held in Trust Account

Changes in current assets

and liabilities:

Prepaid assets

Net cash used in operating activities

Due to related party

cash used in operating activities

Cash flows from investing

deposited in Trust Account

( 86,250,000 )

cash used in investing activities

( 86,250,000 )

Cash flows from financing

Proceeds from Initial Public Offering

Proceeds from private

Proceeds from representative’s

purchase option

Proceeds from promissory

note – related party

Payment of underwriting commission

Payment to related party

of deferred offering costs

cash provided by investing activities

Net change in cash

Cash, beginning of the period

Cash, beginning of

Cash, end of the period

Supplemental disclosure of noncash investing and financing activities

Deferred offering costs paid by Sponsor in exchange for

issuance of ordinary shares

Deferred offering costs paid by related party

Deferred offering costs included in accrued offering costs

Prepaid expense paid by related party

Supplemental disclosure

of non-cash financing activities:

offering costs paid by related party

value of common stock subject to possible redemption

underwriting commission

accompanying notes are an integral part of these unaudited condensed financial statements.

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of its business or is headquartered in China (including Hong Kong and Macau).

of October 31, 2021, the Company had not yet commenced any operations.

of January 31, 2022, the Company had not yet commenced any operations.

All activity for the period from January 21, 2021 (inception)

through October 31, 2021 relates to the Company’s formation and the proposed initial public offering (the “IPO”) described

through January 31, 2022 relates to the Company’s formation and the proposed initial public offering (the “IPO”) described

The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest.

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and Capital Resources

October 31, 2021, the Company had $ 0 in

cash and working capital deficit of $ 371,079

(excluding deferred offering costs).

January 31, 2022 and July 31, 2021, the Company had $ 587,430 and

nil in cash and working capital/(deficit) of $ 305,912

and $ ( 218,797 )

(excluding deferred offering costs), respectively.

registration statement for the Company’s IPO (as described in Note 3) was declared effective on November 22, 2021.

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Simultaneously

with the IPO, the Company sold to its Sponsor 292,250 units at $ 10.00 per unit (the “Private Units”) in a private placement

generating total gross proceeds of $ 2,922,500 , which is described in Note 4.

with the IPO, the Company sold to Mr.

Meng Dong (James) Tan 292,250

units at $ 10.00

per unit (the “Private Units”) in

a private placement generating total gross proceeds of $ 2,922,500 ,

which is described in Note 4.

costs amounted to $ 5,876,815 consisting of $ 1,725,000 of underwriting fees, $ 3,018,750 of deferred underwriting fees, $ 649,588 of other

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ordinary shares outstanding.

on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs

through the earlier of the consummation of a Business Combination or one year from the filing of IPO 8-K form.

Over this time period,

the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination

candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business

to merge with or acquire, and structuring, negotiating and consummating the business combination.

Going Concern

In connection

with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board ’ s

Accounting Standards Update ( “ ASU ” )

2014-15, “ Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern, ”

the Company has until November 24, 2022 (absent any extensions of such period

by the Sponsor, pursuant to the terms described above) to consummate the proposed Business Combination.

It is uncertain that the Company

will be able to consummate the proposed Business Combination by this time.

If a Business Combination is not consummated by this date,

there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the mandatory liquidation,

should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company ’ s

ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company

be required to liquidate after November 24, 2022.

The Company intends to complete the proposed Business Combination before the mandatory

liquidation date.

However, there can be no assurance that the Company will be able to consummate any business combination by November

2 - Significant Accounting Policies

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the initial audited financial statements and notes thereto for the period from January 21, 2021 (inception) to July 31, 2021 as filed

with the SEC on November 21, 2021, and the Company’s report on Form 8-K, which contains the Company’s audited balance sheet

and notes thereto as of November 24, 2021, as filed with the SEC on November 24, 2021.

The interim results for the three months ended

October 31, 2021 and for the period from January 21, 2021 (inception) through October 31, 2021 are not necessarily indicative of the

results to be expected for the year ending July 31, 2022 or for any future interim periods.

with the SEC on November 21, 2021, the Company’s report on Form 8-K, which contains the Company’s audited balance sheet and

notes thereto as of November 24, 2021, as filed with the SEC on November 24, 2021, and the Company’s report on Form 10-Q, which

contains the Company’s unaudited financial statements and notes thereto as of October 31, 2021, as filed with the SEC on December

The interim results for the three and six months ended January 31, 2022 and for the period from January 21, 2021 (inception)

through January 31, 2021 are not necessarily indicative of the results to be expected for the year ending July 31, 2022 or for

any future interim periods.

Growth Company Status

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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 October 31, 2021 and July 31, 2021.

Offering Costs

Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A —“Expenses

of Offering.” Deferred offering costs consist of costs incurred in connection with formation and preparation for the IPO.

costs, together with the any discounts, have been charged to additional paid-in capital upon completion of the IPO.

Loss Per Common Share

Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share

is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding for the period.

Weighted average

shares were reduced for the effect of an aggregate of 281,250

ordinary shares that are subject to forfeiture

by the Company if the over-allotment option is not exercised by the underwriters (see Note 5).

At October 31, 2021 and July

31, 2021, 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 loss of the Company.

As a result, diluted income per ordinary share is the same as basic loss

per ordinary shares for the periods.

The Company did not have any cash equivalents as of January 31, 2022 and July 31, 2021.

Held in Trust Account

of January 31, 2022, the assets held in the Trust Account was held in trading securities.

The Company’s portfolio of investments

held in the Trust Account is comprised of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment

Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S.

government securities, cash,

or a combination thereof.

The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities

are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in

fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

January 31, 2022, the Company had $ 86,250,746

held in the Trust Account, including $ 746

dividends earned on cash and marketable securities held in Trust Account.

Concentration

of credit risk

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 .

As of January 31, 2022 and July 31, 2021, the Company

had not experienced losses on this account.

Costs Associated with the IPO

costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly

related to the IPO.

As of January 31, 2022, offering costs totaled $ 5,876,815

consisting of $ 1,725,000

of underwriting fees, $ 3,018,750

of deferred underwriting fees, $ 649,588

of other expenses, and an excess of fair value

of representative’s purchase option of $ 483,477 .

The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff

Accounting Bulletin Topic 5A – “Expenses of Offering”.

The Company allocates offering costs between public shares,

public warrants and public rights based on the estimated fair values of public shares, public warrants and public rights at

the date of issuance.

Offering costs associated with the ordinary shares are allocated between permanent equity and temporary equity.

Shares Subject to Possible Redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480

“Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability

instrument and is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature

redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are

classified as shareholders’ equity.

The Company’s ordinary shares features certain redemption rights that are considered

to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, ordinary shares

subject to possible redemption are presented at redemption value (plus any interest earned and/or dividends on the Trust

Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Loss Per Ordinary Shares

The Company complies with accounting and disclosure

requirements of FASB ASC 260, Earnings Per Share.

The statements of operations include a presentation of income (loss) per redeemable

ordinary share and income (loss) per non-redeemable share following the two-class method of income (loss) per share.

In order to determine

the net income (loss) attributable to both the redeemable ordinary shares and the non-redeemable shares, the Company first considered

the total income (loss) allocable to both sets of shares.

This is calculated using the total net income (loss) less any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the ordinary shares

subject to possible redemption was considered to be dividends paid to the public shareholders.

Subsequent to calculating the total income

(loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 73 % for the redeemable ordinary

shares and 27 % for the non-redeemable shares for the three months ended January 31, 2022 and 59 % for the redeemable ordinary shares and

41 % for the non-redeemable shares for the six months ended January 31, 2022, reflective of the respective participation rights.

The earnings per share presented in the condensed

statements of operations is based on the following:

Schedule of earnings per share

For the three

months ended January 31, 2022

For the six months

ended January 31, 2022

$ ( 224,890 )

$ ( 270,477 )

Accretion of temporary equity to redemption value

( 14,472,924 )

Net loss including accretion of temporary equity to redemption value

$ ( 14,697,814 )

$ ( 14,743,401 )

Non-redeemable

Non- redeemable

Three Months Ended

Six Months Ended

Period from January 21, 2021 (inception) through January 31, 2021

Non-redeemable

Non- redeemable

Basic and diluted net loss per ordinary share:

Allocation of net loss including accretion of temporary equity

$ ( 10,711,217 )

$ ( 3,985,851 )

$ ( 8,619,648 )

$ ( 6,123,007 )

Accretion of temporary equity to redemption value

Allocation of net income (loss)

$ ( 3,985,851 )

$ ( 6,123,007 )

Weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

Value of Financial Instruments

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Instruments” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

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Since the Company was incorporated on January 21, 2021, the evaluation was performed

for the period ended October 31, 2021 which will be the only period subject to examination.

for the period ended January 31, 2022 which will be the only period subject to examination.

The Company believes that its income tax

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as a component of income tax expense.

provision for income taxes was deemed to be immaterial for the period from January 21, 2021 (inception) through October 31, 2021.

Accounting Pronouncements

August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with

Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)

(“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that

require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope

exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces

additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible

ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption

permitted beginning on January 1, 2021.

The Company determined not to early adopt.

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an

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No fractional shares issued upon separation of the Units, and only whole Warrants will

the closing of the IPO on November 24, 2021, $ 86,250,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO

and the sale of the Private Placement Warrants was deposited into the Trust Account.

The net proceeds deposited into the Trust Account

will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company

Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment

Company Act which invest only in direct U.S.

government treasury obligations.

Opportunities Growth Fund (the “Anchor Investor”), has purchased an aggregate of 400,000

units in the IPO, and the Company has agreed

to direct the underwriters to sell to the Anchor Investor such number of units, subject to the Company’s satisfying the Nasdaq

listing requirement.

Opportunities Growth Fund (the “Anchor Investor”), has purchased an aggregate of 400,000 units in the IPO, and the Company

has agreed to direct the underwriters to sell to the Anchor Investor such number of units, subject to the Company’s satisfying

the Nasdaq listing requirement.

Anchor Investor is required to not redeem any of the public shares it acquires in the IPO.

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the Anchor Investor may purchase in the IPO will not be subject to any agreements restricting their transfer.

Conditionally

anchor shares are classified as temporary equity.

Accordingly, anchor shares are presented at initial carrying value as temporary equity,

outside of the shareholders’ equity section of the Company’s balance sheet.

Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,125,000 Public Units to cover

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at a purchase price of $ 10.00 per Public Unit, generating gross proceeds to the Company of $ 11,250,000 (see Note 6).

of January 31, 2022, the ordinary shares subject to redemption reflected on the balance sheet are reconciled in the following table:

Shares Subject to Possible Redemption

Gross proceeds from public issuance

Proceeds allocated to pubic warrants and public rights

( 9,979,125 )

Redeemable ordinary shares issuance costs

( 5,196,868 )

Accretion of carrying value to redemption value (Deemed dividend)

Ordinary shares subject to possible redemption

4 - Private Placement

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so there are no founder shares subject to forfeiture.

Due to Related Party

As of October 31, 2021 and

July 31, 2021, the total amount contains deferred offering costs and formation and operating costs of $ 43,358

Meng Dong (James) Tan on behalf of the Company.

of October 31, 2021 and July 31, 2021, 8i Enterprises Pte Ltd, a company wholly owned by Mr.

Note - Related Party

January 12, 2022, Mr.

Meng Dong (James) Tan, Chief Executive Officer of the Company, agreed to loan the Company up to $ 300,000

to cover expenses related to the IPO pursuant

to a promissory note (the “Note”).

The Note was non-interest bearing and payable promptly after the date on which the Company

consummates an Initial Business Combination.

As of January 31, 2022 , the total amount borrowed

under the promissory note was $ 300,000 .

Meng Dong (James) Tan has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”)

of the Company containing the same securities as issued in the Company’s IPO and by providing the Company with written notice of

its intention to convert this Note at least one business day prior to the closing of a Business Combination.

The number of Units to be

received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal

amount payable to Mr.

Meng Dong (James) Tan, by (y) $ 10.00 .

to Related Party

of January 31, 2022 and July 31, 2021, the total amount contains administrative service fee of $ 23,000

accrued by the Company’s

Sponsor, respectively.

of January 31, 2022 and July 31, 2021, 8i Enterprises Pte Ltd, a company wholly owned by Mr.

Meng Dong (James) Tan, had loaned the Company

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and $ 396,157

in regard to the costs associated with formation

in regard to the costs

associated with formation and the IPO, respectively.

Such loan is non-interest bearing.

The Company intends to repay the loans from the proceeds of the IPO.

On December 6,

2021, the Company repaid $ 396,157 of related party loans.

On December 6, 2021, the Company repaid

related party loans.

Administrative

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Combination or the distribution of the Trust Account to the public shareholders.

For the period from November 24, 2021 through January

31, 2022, the Company has accrued $ 23,000 of administrative service fee, which is included in formation and operating costs on the statement

of operations.

6 - Commitments and Contingencies

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(to the nearest cent) to be equal to 165% of the Market Value.

8— Recurring Fair Value Measurements

of January 31, 2022, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount

of $ 86,250,746 which was held as money market funds.

The following table presents information about the Company’s assets and liabilities

that were measured at fair value on a recurring basis as of January 31, 2022, and indicates the fair value hierarchy of the valuation

techniques the Company utilized to determine such fair value.

Schedule Of Fair Value Assets

Quoted Prices

held in Trust Account – Money Market Fund

9 - Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to December 22, 2021, the date

the financial statements was available to be issued.

Based upon the review, the Company did not identify any subsequent events that would

have required adjustment or disclosure in the financial statements other than the events disclosed below:

November 24, 2021, the Company consummated the IPO of 8,625,000 units (including the issuance of 1,125,000 Units as a result of the underwriters’

fully exercise of the over-allotment) at $ 10.00 per unit, generating gross proceeds of $ 86,250,000 .

Simultaneously with the consummation

of the IPO, the Company sold to its Sponsor 292,250 units at $ 10.00 per unit (the “Private Units”) in a private placement

generating total gross proceeds of $ 2,922,500 .

Transaction costs amounted to $ 5,876,815 consisting of $ 1,725,000 of underwriting fees,

$ 3,018,750 of deferred underwriting fees, $ 649,588 of other offering costs and an excess of fair value of representative’s purchase

option of $ 483,477 .

Except for the $ 100 for the Unit Purchase Option and $ 25,000 of subscription of ordinary shares, the Company received

net proceeds of $ 87,114,830 from the IPO and the private placement.

December 6, 2021, the Company repaid $ 63,834 of due to related party and $ 396,157 of related party loans.

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 7, 2022, the

date the financial statements was available to be issued.

Based upon the review, the Company did not identify any subsequent events that

would have required adjustment or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements