What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-03-08 compared with 2021-12-22 · 75 added, 26 removed, 82 unchanged (55% of the section changed)

29 unchanged sentences

option to purchase 1,125,000 units, at a purchase price of $10.00 per Unit.

Transaction costs amounted to $5,384,698 consisting of $1,725,000

of underwriting fees, $3,018,750 of deferred underwriting fees and $640,948 of other offering costs, and was all charged to shareholders’

Transaction costs amounted to $5,876,815 consisting

of $1,725,000 of underwriting fees, $3,018,750 of deferred underwriting fees, $483,477 excess of fair value of representative’s purchase

option and $649,588 of other offering costs, and was all charged to shareholders’ equity.

the closing of the IPO and the private placement, $86,250,000 was placed in a trust account (the “Trust Account”) with American

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and Capital Resources

October 31, 2021, we had $0 in cash and working capital deficit of $371,079 (excluding deferred offering costs).

January 31, 2022 and July 31, 2021, we had $587,430 and $0 in cash and working capital/ (deficit) of $305,912 and $218,797 (excluding

deferred offering costs), respectively.

registration statement for our IPO was declared effective on November 22, 2021.

5 unchanged sentences

Simultaneously

with the IPO, we sold to our sponsor 292,250 units at $10.00 per unit in a private placement generating total gross proceeds of $2,922,500.

with the IPO, we sold to Mr.

Meng Dong (James) Tan 292,250 units at $10.00 per unit in a private placement generating total gross

proceeds of $2,922,500.

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

8 unchanged sentences

ordinary shares which were purchased by our sponsor for $12,500, resulting in an aggregate of 2,156,250 ordinary shares outstanding.

on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our 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, we 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.

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.

and Uncertainties

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of Operations

of October 31, 2021, we had not commenced any operations.

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

31, 2021 relates to our formation and the IPO.

We have neither engaged in any operations nor generated any revenues to date.

not generate any operating revenues until after the completion of our initial business combination, at the earliest.

We will generate

non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

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.

the three months ended October 31, 2021, we had a net loss of $45,587 consisting of formation and operating costs.

of January 31, 2022 and July 31, 2021, we had not commenced any operations.

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

through January 31, 2022 relates to our formation and the IPO.

We have neither engaged in any operations nor generated any revenues to

We will not generate any operating revenues until after the completion of our initial business combination, at the earliest.

will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

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.

the six months ended January 31, 2022, we had net loss of $270,477, which consisted of $746 of interest earned on marketable securities

held in the Trust Account, offset by operating costs of $271,223.

the three months ended January 31, 2022, we had net loss of $224,890, which consisted of $746 of interest earned on marketable securities

held in the Trust Account, offset by formation and operating costs of $225,636.

the period from January 21, 2021 (inception) through January 31, 2021, we had a net loss of $1,189 consisting of formation and operating

do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

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We have identified the following critical accounting policies:

Deferred Offering Costs

We comply 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.

These costs, together with the any discounts,

will be charged to additional paid-in capital upon completion of the IPO.

Ordinary Shares Subject to Possible Redemption

The 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

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.

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 on the Trust Account) as temporary equity, outside of the shareholders’ equity

section of the Company’s balance sheets.

Net 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.

Offering Costs

comply 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.

Offering costs are allocated

to the Public Warrants, Public Rights and Public Shares issued in the IPO based on its fair value at inception compared to the total

IPO proceeds received.

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

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 has 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

1 unchanged sentence

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 2. Management’s Discussion and Analysis