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Item 1. Financial Statements

2022-05-25 compared with 2022-03-08 · 274 added, 244 removed, 385 unchanged (57% of the section changed)

1 unchanged sentence

ACQUISITION 2 CORP.

BALANCE SHEETS

Prepaid Expenses

Deferred Offering Costs

CONDENSED BALANCE SHEETS

April 30, 2022

July 31, 2021

offering costs

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

Deferred underwriting commissions

current assets

and shareholders’ equity (deficit)

offering costs and expenses

to related parties

note - related party

underwriting commissions

current liabilities

Commitments and Contingencies

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 equity

and contingencies

shares subject to possible redemption, 8,225,000 shares at redemption value of $ 10.00 , and 400,000 shares at $ 8.24 initial carrying

Shareholders’

equity (deficit):

shares, no par value;

unlimited shares authorized;

2,448,500 and 2,156,250 shares issued and outstanding at April 30, 2022 and July

31, 2021, respectively (1)

paid-in capital

( 2,490,661 )

2 unchanged sentences

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).

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.

1 unchanged sentence

CONDENSED STATEMENTS OF OPERATIONS

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

the period from January 21, 2021 (inception) through April 30, 2021

and operating costs

Loss from operations

from operations

on marketable securities held in trust

2 unchanged sentences

and diluted weighted average redeemable ordinary shares outstanding, basic and diluted

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-allot ment option by the underwriters upon

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

and diluted net (loss) income per redeemable ordinary share

and diluted weighted average shares outstanding of non-redeemable ordinary shares (1)

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

number excludes an aggregate of up to 281,250 shares exercised in full or in part by the underwriters (see Note 5) for the three

months ended April 30, 2021 and for the period from January 21, 2021 (inception) through April 30, 2021.

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.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE SIX MONTHS ENDED JANUARY 31, 2022

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE NINE MONTHS ENDED APRIL 30, 2022

Equity(Deficit)

Shareholders’

1 unchanged sentence

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

as of October 31, 2021 (unaudited)

of 8,625,000 Units through public offering

of 292,250 Private Units

of representative’s purchase option

Underwriters’

( 1,725,000 )

Deferred underwriter commission

underwriter commission

( 3,018,750 )

Other offering expenses

Ordinary shares subject to redemption

offering expenses

shares subject to redemption

( 8,625,000 )

2 unchanged sentences

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

Balance as of January

31, 2022 (unaudited)

( 12,742,755 )

( 1,730,169 )

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).

( 14,472,924 )

as of January 31, 2022 (unaudited)

( 2,009,023 )

measurement of ordinary shares subject to redemption under ASC 480-10-S99

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

as of April 30, 2022 (unaudited)

$ ( 2,490,661 )

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.

1 unchanged sentence

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)

Balance as of January

THE PERIOD FROM JANUARY 21, 2021 (INCEPTION) THROUGH APRIL 30, 2021

Shares (1)(2)

Equity(Deficit)

Shareholders’

Shares (1)(2)

Equity(Deficit)

as of January 21, 2021 (inception)

as of January 31, 2021

of ordinary shares to Initial Shareholder upon formation

of ordinary shares to Initial Shareholder

as of April 30, 2021 (unaudited)

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).

October 25, 2021, the Company issued additional 718,750 ordinary shares which were purchased by the Sponsor, resulting in an aggregate

of 2,156,250 ordinary shares outstanding.

All shares and associated amounts have been retroactively restated to reflect the share

capitalization (see Note 5).

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

the Six months ended

Cash flows from operating

the nine months ended

flows from operating activities:

$ ( 743,466 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Formation costs paid by

related party

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

costs paid by related party

earned on cash and marketable securities held in Trust Account

Changes in current assets

and liabilities:

Prepaid assets

Due to related party

in current assets and liabilities:

to related parties

cash used in operating activities

Cash flows from investing

flows from investing activities:

deposited in Trust Account

2 unchanged sentences

( 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

flows from financing activities:

from Initial Public Offering

from private placement

from representative’s purchase option

from promissory note – related party

of underwriting commission

( 1,725,000 )

to related party

of deferred offering costs

cash provided by investing activities

Net change in cash

Cash, beginning of

Cash, end of the period

Supplemental disclosure

of non-cash financing activities:

change in cash

beginning of the period

end of the period

disclosure of non-cash financing activities:

offering costs paid by Sponsor in exchange for issuance of ordinary shares

offering costs paid by related party

value of common stock subject to possible redemption

offering costs included in accrued offering costs and expenses

value of ordinary shares subject to possible redemption

measurement of ordinary shares subject to possible redemption

underwriting commission

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1 - Organization and Business Operations

Acquisition 2 Corp (the “Company”) is a newly incorporated company incorporated on January 21, 2021, under the laws of the

British Virgin Islands 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 businesses or entities (a “Initial Business Combination”).

The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

The Company’s efforts

to identify a prospective target business will not be limited to a particular industry or geographic location (excluding China).

Articles of Association prohibit the Company from undertaking the initial business combination with any entity that conducts a majority

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

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

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

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

Acquisition 2 Corp (the “Company”) is a company incorporated on January 21, 2021, under the laws of the British Virgin Islands

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 businesses or entities (a “Initial Business Combination”).

The Company is an

“emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),

as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

The Company’s efforts to identify

a prospective target business will not be limited to a particular industry or geographic location (excluding China).

The Articles of

Association prohibit the Company from undertaking the initial business combination with any entity that conducts a majority of its business

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

of April 30, 2022, the Company had not yet commenced any operations.

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

April 30, 2022 relates to the Company’s formation and the proposed initial public offering (the “IPO”) described below.

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

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the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation.

Business Combination

On April 11, 2022, the Company entered into a

Share Purchase Agreement (the “SPA”) with Euda Health Limited, a British Virgin Islands business company (“EUDA Health”),

Watermark Developments Limited, a British Virgin Islands business company (the “Seller”) and Kwong Yeow Liew, acting as Representative

of the Indemnified Parties (the “Indemnified Party Representative”).

Pursuant to the terms of the SPA, a business combination

between the Company and EUDA Health will be effected through the purchase by the Company of all of the issued and outstanding shares

of EUDA Health from the Seller (the “Share Purchase”).

The Company’s board of directors have (i)

approved and declared advisable the SPA, the Share Purchase and the other transactions contemplated thereby, and (ii) resolved to recommend

approval of the SPA and related transactions by the shareholders of the Company.

Meng Dong (James) Tan, the Company’s

Chief Executive Officer and Chairman of the Company’s board of directors, owns 10 % of the equity interests of the Seller.

anticipates that it will receive a fairness opinion from EverEdge Global to the effect that the purchase price to be paid by the Company

for the shares of EUDA Health pursuant to the SPA is fair to the Company from a financial point of view (the “Fairness Opinion”).

In connection with the closing of the transactions

under the SPA the current officers and directors of EUDA Health will become the Company’s officers and directors.

The Company’s

sponsor, 8i Holdings 2 Pte.

(the “Sponsor”), will have the right to nominate one director to serve as an independent

director on the post-closing board of director.

and Capital Resources

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.

April 30, 2022 and July 31, 2021, the Company had $ 546,887 and nil in cash and working capital/(deficit) of $( 175,726 ) and $( 218,797 )

(excluding deferred offering costs and deferred underwriting commissions), respectively.

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

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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.

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

10 unchanged sentences

ordinary shares outstanding.

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

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

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 24, 2022.

2 - Significant Accounting Policies

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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.

contains the Company’s unaudited financial statements and notes thereto as of October 31, 2021 and January 31, 2022 as filed with

the SEC on December 22, 2021 and March 8, 2022, respectively.

The interim results for the three and nine months ended April 30, 2022,

for the three months ended April 30, 2021, and for the period from January 21, 2021 (inception) through April 30, 2021 are not necessarily

indicative of the results to be expected for the year ending July 31, 2022.

Growth Company Status

22 unchanged sentences

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 January 31, 2022 and July 31, 2021.

The Company did not have any cash equivalents as of April 30, 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.

of April 30, 2022, the assets held in the Trust Account was held in trading securities.

The Company’s portfolio of investments

10 unchanged sentences

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.

April 30, 2022, the Company had $ 86,259,395 held in the Trust Account, including $ 9,395 dividends earned on cash and marketable securities

held in Trust Account.

Concentration

2 unchanged sentences

which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

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

As of April 30, 2022 and July 31, 2021, the Company

had not experienced losses on this account.

2 unchanged sentences

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.

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.

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 )

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 78 % for the redeemable ordinary shares and 22 % for the non-redeemable shares for the three months ended April 30, 2022 and

68 % for the redeemable ordinary shares and 32 % for the non-redeemable shares for the nine months ended April 30, 2022, reflective of

the respective participation rights.

earnings per share presented in the condensed statements of operations is based on the following:

of Earnings Per Share

the three months ended April 30, 2022

the nine months ended April 30, 2022

$ ( 472,989 )

Accretion of temporary equity to redemption value

$ ( 743,466 )

of temporary equity to redemption value

( 14,481,573 )

Net loss including accretion of temporary equity to redemption value

loss including accretion of temporary equity to redemption value

$ ( 481,638 )

2 unchanged sentences

Non-redeemable

Non- redeemable

Three Months Ended

Six Months Ended

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

Non-redeemable

the three months ended

the nine months ended

Non-redeemable

Basic and diluted net loss per ordinary share:

Allocation of net loss including accretion of temporary equity

and diluted net loss per ordinary share:

of net loss including accretion of temporary equity

$ ( 375,141 )

2 unchanged sentences

$ ( 4,857,978 )

Accretion of temporary equity to redemption value

Allocation of net income (loss)

of temporary equity to redemption value

of net income (loss)

$ ( 366,492 )

$ ( 106,497 )

Weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

$ ( 4,857,978 )

Weighted average

shares outstanding

and diluted net income (loss) per ordinary share

Months Ended April 30, 2021

from January 21, 2021 (inception) through April 30, 2021

and diluted net loss per ordinary share:

Weighted average

shares outstanding

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

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).

Value of Financial Instruments

33 unchanged sentences

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

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

The Company believes that its income tax

positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes

to its financial position.

The Company’s policy for recording interest and penalties associated with audits is to record such items

as a component of income tax expense.

for the period from January 21, 2021 (inception) to July 31, 2021 and for the nine months ended April 30, 2022 which will be the only

periods subject to examination.

The Company believes that its income tax positions and deductions would be sustained on audit and does

not anticipate any adjustments that would result in a material changes to its financial position.

The Company’s policy for recording

interest and penalties associated with audits is to record such items as a component of income tax expense.

Accounting Pronouncements

11 unchanged sentences

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

effect on the Company’s financial statements.

does not believe that this and any other recently issued, but not yet effective, accounting pronouncements, if currently adopted,

would have an effect on the Company’s financial statements.

3 - Initial Public Offering

23 unchanged sentences

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

of April 30, 2022, the ordinary shares subject to redemption reflected on the balance sheet are reconciled in the following table:

Ordinary Shares Subject to Possible Redemption

proceeds from public issuance

allocated to pubic warrants and public rights

( 9,979,125 )

Redeemable ordinary shares issuance costs

ordinary shares issuance costs

( 5,196,868 )

Accretion of carrying value to redemption value (Deemed dividend)

Ordinary shares subject to possible redemption

of carrying value to redemption value (Deemed dividend)

shares subject to possible redemption

4 - Private Placement

40 unchanged sentences

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, 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 1”).

The Note 1 was non-interest bearing and payable

promptly after the date on which the Company consummates an Initial Business Combination.

As of April 30 ,

2022 , the total amount borrowed under the Note 1 was $ 300,000 .

March 18, 2022, Mr.

Meng Dong (James) Tan, Chief Executive Officer of the Company, agreed to loan the Company up to $ 500,000 to cover

expenses related to the Business Combination pursuant to a promissory note (the “Note 2”).

The Note 2 was non-interest bearing

and payable promptly after the date on which the Company consummates an Initial Business Combination.

As of April 30 ,

2022 , the total amount borrowed under the Note 2 was $ 500,000 .

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”)

5 unchanged sentences

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

an aggregate of $ 0

and $ 396,157

in regard to the costs

associated with formation and the IPO, respectively.

to Related Parties

of April 30 , 2022

and July 31, 2021, the total amount contains administrative service fee of $ 53,000 and $ 0 accrued by the Company’s Sponsor, respectively.

the nine months ended April 30, 2022, Mr.

Meng Dong (James) Tan, Chief Executive Officer of the Company, loaned the Company $ 1,943 to

cover certain operating expenses of the Company.

As of April 30, 2022, the total amount due to Mr.

Tan was $ 1,943 .

of April 30 , 2022

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

Meng Dong (James) Tan, had loaned the Company an aggregate of

$ 0 and $ 396,157 in regard to the costs associated with formation and the IPO, respectively.

Such loan is non-interest bearing.

On December 6, 2021, the Company repaid

related party loans.

6, 2021, the Company repaid $ 396,157 of related party loans.

Administrative

3 unchanged sentences

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

For the period from November 24, 2021 through January

For the period from November 24, 2021 through April

30, 2022, the Company has accrued $ 53,000 of administrative service fee, which is included in formation and operating costs on the statement

72 unchanged sentences

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.

of April 30, 2022, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of

$ 86,259,395 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.

that were measured at fair value on a recurring basis as of April 30, 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 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.

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 25, 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