What changed in this filing

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Item 9A. Controls and Procedures

2022-03-14 compared with 2021-03-26 · 1665 added, 1456 removed, 154 unchanged (95% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports

filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified

in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information

is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate

to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our current chief

executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls

and procedures as of December 31, 2020, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our

Certifying Officers concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls

and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the

fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent

limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute

assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls

and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s

Report on Internal Controls Over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act (as defined in Rules 13a-15(e) and

15- d-15(e) under the Securities Exchange Act of 1934, as amended), our management is responsible for establishing and maintaining

adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our

provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that

our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material

effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,

is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including

the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management

evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”),

the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rule 13a-15(b) under the

Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, solely due to the events that led to the Company’s

restatement of its financial statements to reclassify the Company’s Private Warrants, as well as the restatement for the temporary

equity subject to possible redemption, as described in the Explanatory Note to this Annual Report, our disclosure controls and procedures

were not effective.

We do not expect that our disclosure controls

and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits

must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation

of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances

of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our internal control over financial reporting

did not result in the proper classification of our warrants.

Since their issuance on May 14, 2019, our warrants have been accounted for

as equity within our balance sheet.

On April 12, 2021, the SEC Staff issued the SEC Staff Statement in which the SEC Staff expressed

its view that certain terms and conditions common to SPAC warrants may require the Private warrants to be classified as liabilities on

the SPAC’s balance sheet as opposed to equity.

After discussion and evaluation, taking into consideration the SEC Staff Statement,

including with our independent auditors, we have concluded that our Private warrants should be presented as liabilities with subsequent

fair value remeasurement.

As previously

disclosed, the Company concluded it should restate its financial statements to classify all ordinary shares subject to possible redemption

in temporary equity.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing

Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require

ordinary shares subject to redemption to be classified outside of permanent equity.

The Company had previously classified a portion of

its ordinary shares in permanent equity.

Although the Company did not specify a maximum redemption threshold, its charter provides that

currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required

to be disclosed outside equity.

As a result, the Company restated its previously filed financial statements to classify ordinary shares

subject to redemption as temporary equity and to recognize accretion from the initial

book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.

The change in the carrying value

of redeemable shares of ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

As a result, management identified these material

weaknesses in our internal control over financial reporting related to the accounting for warrants and ordinary shares subject to possible

To remediate these material weaknesses, we developed

a remediation plan with assistance from our accounting advisors and have dedicated significant resources and efforts to the remediation

and improvement of our internal control over financial reporting.

While we have processes to identify and appropriately apply applicable

accounting requirements, we plan to enhance our system of evaluating and implementing the complex accounting standards that apply to our

financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2020.

In making these assessments,

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal

Control —

Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we maintained

effective internal control over financial reporting as of December 31, 2020.

Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public

accounting firm due to our status as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of

the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Our plans at this time include providing enhanced access to accounting literature, research materials and documents

and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will

ultimately have the intended effects.

For a discussion of management’s consideration of the material weakness identified related

to our accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering,

see “Note 2—Restatement of Previously Issued Financial Statements” to the accompanying consolidated financial statements.

Management’s Report on Internal Controls

Over Financial Reporting

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act (as defined in Rules 13a-15(e) and 15- d-15(e) under the Securities Exchange Act of 1934, as

amended), our management is responsible for establishing and maintaining adequate internal control over financial reporting.

control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting

includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on

the consolidated financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree or compliance with the policies or procedures may deteriorate.

In making these assessments, management used the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial

reporting as of December 31, 2021.

We have concluded that our private warrants should be presented as liabilities with subsequent

fair value remeasurement as previously restated in our Amendment No.

1 to the Form 10-K/A as filed with the SEC on December 13, 2021.

In addition, our management has concluded that our control around the interpretation and accounting for the carrying value of temporary

equity at redemption value, instead of initial carrying amount by the Company was not effectively designed or maintained resulting in

the change of carrying value against accumulated deficit and changes to the Company’s net income (loss) per share calculations that

have been revised within this Form 10-K filing.

has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our

review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to

accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and

consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include

an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth

company under the JOBS Act.

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal

quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE

following table sets forth information about our directors and executive officers as of March 5, 2021.

Chief Executive

Officer and Director

Chief Financial

Officer and Director

is a summary of the business experience of each of our executive officers and directors:

Gordon Lee has been our Chief Executive Officer and director since October 2018.

Lee has over 27 years of experience

in the education, IT, and entertainment industries and with startup businesses.

Since June 2015, he has been an advisor of Victoria

Educational Organization (“Victoria”).

Having seven kindergartens and one nursery school, Victoria is the leading

provider in Hong Kong of high quality education for over 3,500 children.

Victoria was the first kindergarten to introduce English

teachers into the classroom, and to establish a collaborative, co-teaching environment with Chinese and English native speaking

teachers working side by side.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

The following table sets forth information about

our directors and executive officers as of March 5, 2021.

Chief Executive Officer and Director

Chief Financial Officer and Director

Below is a summary of the business experience

of each of our executive officers and directors:

Gordon Lee has been

our Chief Executive Officer and director since October 2018.

Lee has over 27 years of experience in the education, IT, and entertainment

industries and with startup businesses.

Since June 2015, he has been an advisor of Victoria Educational Organization (“Victoria”).

Having seven kindergartens and one nursery school, Victoria is the leading provider in Hong Kong of high quality education for over 3,500

Victoria was the first kindergarten to introduce English teachers into the classroom, and to establish a collaborative, co-teaching

environment with Chinese and English native speaking teachers working side by side.

In February 2016, Mr.

Lee founded Causeway Bay CLC, which provides extracurricular activities for

Victoria Kindergarten students, such as:

STEM (Science, Technology, Engineering and Mathematics) program, soccer and other outdoor/indoor

Lee founded Causeway Bay CLC,

which provides extracurricular activities for Victoria Kindergarten students, such as:

STEM (Science, Technology, Engineering and Mathematics)

program, soccer and other outdoor/indoor activities.

In May 2010 Mr.

Lee co-founded Soliton Holdings Limited, one of the first music streaming applications in Hong Kong

Lee co-founded Soliton Holdings Limited, one of the first music streaming

applications in Hong Kong and Macau.

Prior to that, Mr.

Lee co-founded and was the Business Development Director of Aspect Gaming from May 2007 to December

Aspect Gaming is a game developer that brings offline games to online platform including lottery, casino and social gaming.) From October 2001 to February 2007 Mr.

Lee served as an Executive General Manager of Mocha Slot Group Limited, a member of Melco

PBL Entertainment (Macau) Limited- a NASDAQ listed company.

Lee co-founded and was the Business Development Director of Aspect Gaming from

May 2007 to December 2010.

Aspect Gaming is a game developer that brings offline games to online platform including lottery, casino and

social gaming.) From October 2001 to February 2007 Mr.

Lee served as an Executive General Manager of Mocha Slot Group Limited, a member

of Melco PBL Entertainment (Macau) Limited- a NASDAQ listed company.

Mocha Club is one largest non-casino based operations of electronic

2 unchanged sentences

Lee co-founded Elixir Group Limited (listed in AMEX:

EGT), which was established

in 2002 as a gaming focused IT solution provider (including a slot machine businesses).

Elixir Group Limited operates in 32 countries

and generated over 250 million Euros in 2017.

Lee obtained his Bachelor of Science in Computer Science Degree in 1991 and

his Master of Science in Computer Science Degree in 1992 from Rensselaer Polytechnic Institute.

Vera Tan has been our Chief Financial Officer and director since February 2019.

Tan has over 18 years of experience

in deal origination, direct investments, banking, structured finance, asset management and law.

EGT), which was established in

2002 as a gaming focused IT solution provider (including a slot machine businesses).

Elixir Group Limited operates in 32 countries and

generated over 250 million Euros in 2017.

Lee obtained his Bachelor of Science in Computer Science Degree in 1991 and his Master of

Science in Computer Science Degree in 1992 from Rensselaer Polytechnic Institute.

Vera Tan has been our

Chief Financial Officer and director since February 2019.

Tan has over 18 years of experience in deal origination, direct investments,

banking, structured finance, asset management and law.

Since 2018, Ms.

Tan has been the

Managing Director of CMSC Capital Partners, a Hong Kong licensed asset management firm and the Founder and Managing Partner of

VAM Advisory Limited, a strategic and management consulting firm.

Tan has been the Managing Director of CMSC Capital Partners, a

Hong Kong licensed asset management firm and the Founder and Managing Partner of VAM Advisory Limited, a strategic and management consulting

From March 2015 to April 2018, Ms.

Tan was the Head of Hong

Kong Global Markets Debt Compliance for Deutsche Bank AG, managing a total of eight different business lines across corporate

treasury sales, FICC trading, institutional sales, special situations, structured finance, distressed trading, treasury and pool.

Tan was the Head of Hong Kong Global Markets Debt Compliance for Deutsche Bank AG, managing a

total of eight different business lines across corporate treasury sales, FICC trading, institutional sales, special situations, structured

finance, distressed trading, treasury and pool.

During the period of March 2011 to October 2014, Ms.

Tan co-founded and acted as Managing Director of Client Solutions at Sun

Hung Kai Financial, a leading financial services institution in Hong Kong.

Tan’s department at Sun Hung Fai Financial

was responsible for structured financing, private equity, co investment and direct investment.

From May 2010 to December 2010,

Tan co-founded and acted as Managing

Director of Client Solutions at Sun Hung Kai Financial, a leading financial services institution in Hong Kong.

Tan’s department

at Sun Hung Fai Financial was responsible for structured financing, private equity, co investment and direct investment.

From May 2010

to December 2010, Ms.

Tan was Director of Fixed Income at Mizuho Asia Securities Limited.

Tan is responsible for creating the Third Party Group

under Goldman Sachs Asia LLC Hong Kong Fixed Income, Currencies and Commodities Division.

During her time at Goldman Sachs, Ms.

Tan is responsible for creating the Third

Party Group under Goldman Sachs Asia LLC Hong Kong Fixed Income, Currencies and Commodities Division.

During her time at Goldman Sachs,

Tan was consecutively ranked as a first quartile performer at Goldman.

In June 2000, Ms.

Tan graduated from University College

London with a Bachelor of Law.

Tan continued her studies in September 2000- June 2001 at the Inns of Court School of Law in

London and graduated with a Postgraduate Diploma in Professional Legal Skills.

Brian Chan has been a director of the Company since February 2019.

Chan has over 23 years of experience handling

litigations for civil claims, intellectual property rights protection and enforcement.

Tan graduated from University College London

with a Bachelor of Law.

Tan continued her studies in September 2000- June 2001 at the Inns of Court School of Law in London and graduated

with a Postgraduate Diploma in Professional Legal Skills.

Brian Chan has been

a director of the Company since February 2019.

Chan has over 23 years of experience handling litigations for civil claims, intellectual

property rights protection and enforcement.

Since September 2007 to present, Mr.

has been a Senior Partner at Chan, Tang & Kwok Solicitors, a member of the International Trademark Attorneys Association.

From September 1995 to August 2007, he was a Consultant at Benny Kong & Peter Tang, Partner at Stevenson, Wong & Co.,

Solicitors, Associate at Stephenson Harwood & Lo, and Associate at Baker & McKenzie.

Chan has been a Senior Partner at Chan, Tang & Kwok

Solicitors, a member of the International Trademark Attorneys Association.

From September 1995 to August 2007, he was a Consultant at

Benny Kong & Peter Tang, Partner at Stevenson, Wong & Co., Solicitors, Associate at Stephenson Harwood & Lo, and Associate

at Baker & McKenzie.

Additionally, Mr.

Chan has acted

as a Counsel to various Hong Kong and cross-border mergers and acquisitions and commercial matters since August 1999.

is also a frequent speaker on legal issues for intellectual property rights for the Hong Kong Productivity council, and acts as

an Advisor to the Chief Brand Officer Association of Hong Kong (CBOHK).

Chan graduated with a Bachelor of Laws Degree and

passed the Solicitors’

Finals of the Law Society of England and Wales in 1993.

Eric Lam has been a director of the Company since February 2019.

Since January 2007, he has been the Financial Controller

of Skyworth Digital Holdings Limited (“Skyworth”), which is one of the world’s top ten color TV brands, and

is a leading Chinese brand of the display industry in China.

In September 2013, in addition to Financial Controller, Mr.

the Company Secretary of Skyworth.

Chan has acted as a Counsel to various Hong Kong and cross-border mergers and acquisitions

and commercial matters since August 1999.

Chan is also a frequent speaker on legal issues for intellectual property rights for the

Hong Kong Productivity council, and acts as an Advisor to the Chief Brand Officer Association of Hong Kong (CBOHK).

Chan graduated

with a Bachelor of Laws Degree and passed the Solicitors’ Finals of the Law Society of England and Wales in 1993.

Eric Lam has been a director

of the Company since February 2019.

Since January 2007, he has been the Financial Controller of Skyworth Digital Holdings Limited (“Skyworth”),

which is one of the world’s top ten color TV brands, and is a leading Chinese brand of the display industry in China.

2013, in addition to Financial Controller, Mr.

Lam became the Company Secretary of Skyworth.

At Skyworth, Mr.

Lam participated in multiple acquisitions, including the acquisition of Sinoprima

Investments and Manufacturing SA (PTY) Ltd, a home appliance brand in South Africa in 2014;

Metz Consumer Electronics GmbH, a

German TV company and Strong Media Group Limited, an European set-top box company.

Lam holds a Bachelor of Computing (Information

System) and a Bachelor of Business (Accounting) degree from Monash University of Australia.

Thomas Ng has been our director since February 2019.

Thomas Ng has 30 years of broad experience engaging in the fields

of Education, Media, Retailing Marketing and Finance.

He is a pioneer of IT in education and he was the author of “Digital

English Lab”, one of the first series of digital books in Hong Kong.

Since September 2018, he has been the Chief Executive

Officer of e-chat, an IPFS block chain social media focused company.

Lam participated in multiple

acquisitions, including the acquisition of Sinoprima Investments and Manufacturing SA (PTY) Ltd, a home appliance brand in South Africa

Metz Consumer Electronics GmbH, a German TV company and Strong Media Group Limited, an European set-top box company.

holds a Bachelor of Computing (Information System) and a Bachelor of Business (Accounting) degree from Monash University of Australia.

Thomas Ng has been our

director since February 2019.

Thomas Ng has 30 years of broad experience engaging in the fields of Education, Media, Retailing Marketing

He is a pioneer of IT in education and he was the author of “Digital English Lab”, one of the first series of

digital books in Hong Kong.

Since September 2018, he has been the Chief Executive Officer of e-chat, an IPFS block chain social media

focused company.

From March 2017 to April 2018, Mr.

Ng was the Chief Financial

Officer of Duofu Holdings Group Co.

In February 2016, Mr.

Ng founded Shang Finance Limited and was the Chief Executive

Officer until February 2017.

From March 2015 to November 2015, Mr.

Ng was the Chief Financial Officer of World Unionpay Group

Shares Limited.

Ng was the Chief Financial Officer of Duofu Holdings Group Co.

Ng founded Shang Finance Limited and was the Chief Executive Officer until February 2017.

From March 2015 to November 2015,

Ng was the Chief Financial Officer of World Unionpay Group Shares Limited.

In August 2003, Mr.

Ng established Fuji (Hong Kong) Co.

and was the Chief Executive Officer until December

Ng obtained a Certificate of Education majoring in English from the University of Hong Kong in 2000.

believe with their vast experience and complementary skillsets, our officers and directors are well qualified to serve as members

of our board.

directors and officers will play a key role in identifying, evaluating, and selecting target businesses, and structuring, negotiating

and consummating our initial acquisition transaction.

Except as described below and under “—

Conflicts of Interest,”

none of these individuals is currently a principal of or affiliated with a public company or blank check company that executed

a business plan similar to our business plan.

We believe that the skills and experience of these individuals, their collective

access to acquisition opportunities and ideas, their contacts, and their transaction expertise should enable them to identify

successfully and effect an acquisition transaction, although we cannot assure you that they will, in fact, be able to do so.

Board has a standing audit, nominating and compensation committee.

and was the Chief Executive Officer until December 2014, Mr.

Ng obtained a Certificate of Education majoring in English from the

University of Hong Kong in 2000.

We believe with their vast experience and complementary

skillsets, our officers and directors are well qualified to serve as members of our board.

Our directors and officers will play a key role

in identifying, evaluating, and selecting target businesses, and structuring, negotiating and consummating our initial acquisition transaction.

Except as described below and under “— Conflicts of Interest,” none of these individuals is currently a principal of

or affiliated with a public company or blank check company that executed a business plan similar to our business plan.

We believe that

the skills and experience of these individuals, their collective access to acquisition opportunities and ideas, their contacts, and their

transaction expertise should enable them to identify successfully and effect an acquisition transaction, although we cannot assure you

that they will, in fact, be able to do so.

Board Committees

The Board has a standing audit, nominating and

compensation committee.

The independent directors oversee director nominations.

audit committee and compensation committee has a charter.

Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent

accountants, reviewing their independence and performance;

reviews the Company’s accounting and financial reporting processes

and the integrity of its financial statements;

the audits of the Company’s financial statements and the appointment, compensation,

qualifications, independence and performance of the Company’s independent auditors;

the Company’s compliance with

legal and regulatory requirements;

and the performance of the Company’s internal audit function and internal control over

financial reporting.

Each audit committee and compensation committee has a

Audit Committee

The Audit Committee, which is established in accordance

with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent accountants, reviewing their independence and performance;

reviews the Company’s accounting and financial reporting processes and the integrity of its financial statements;

the audits of

the Company’s financial statements and the appointment, compensation, qualifications, independence and performance of the Company’s

independent auditors;

the Company’s compliance with legal and regulatory requirements;

and the performance of the Company’s

internal audit function and internal control over financial reporting.

The Audit Committee held one meeting during 2020.

members of the Audit Committee are Brian Chan, Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s

listing standards.

Eric Lam is the Chairperson of the audit committee.

The Board has determined that both Eric Lam qualify as

an “audit committee financial expert,”

as defined under the rules and regulations of the SEC.

Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board.

Specifically,

the Nominating Committee makes recommendations to the Board regarding the size and composition of the Board, establishes procedures

for the director nomination process and screens and recommends candidates for election to the Board.

On an annual basis, the Nominating

Committee recommends for approval by the Board certain desired qualifications and characteristics for board membership.

Additionally,

the Nominating Committee establishes and administers a periodic assessment procedure relating to the performance of the Board

as a whole and its individual members.

The Nominating Committee will consider a number of qualifications relating to management

and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership

on the Board.

The Nominating Committee may require certain skills or attributes, such as financial or accounting experience, to

meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members

to obtain a broad and diverse mix of board members.

The nominating committee does not distinguish among nominees recommended by

shareholders and other persons.

The members of the Audit Committee are Brian Chan,

Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s listing standards.

Eric Lam is the Chairperson of

the audit committee.

The Board has determined that both Eric Lam qualify as an “audit committee financial expert,” as defined

under the rules and regulations of the SEC.

Nominating Committee

The Nominating Committee is responsible for overseeing

the selection of persons to be nominated to serve on our Board.

Specifically, the Nominating Committee makes recommendations to the Board

regarding the size and composition of the Board, establishes procedures for the director nomination process and screens and recommends

candidates for election to the Board.

On an annual basis, the Nominating Committee recommends for approval by the Board certain desired

qualifications and characteristics for board membership.

Additionally, the Nominating Committee establishes and administers a periodic

assessment procedure relating to the performance of the Board as a whole and its individual members.

The Nominating Committee will consider

a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating

a person’s candidacy for membership on the Board.

The Nominating Committee may require certain skills or attributes, such as financial

or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and

makeup of its members to obtain a broad and diverse mix of board members.

The nominating committee does not distinguish among nominees

recommended by shareholders and other persons.

The Compensation Committee held one meeting during 2021.

members of the Nominating Committee are Brian Chan, Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s

listing standards.

Brian Chan is the Chairperson of the Nominating Committee.

Compensation Committee reviews annually the Company’s corporate goals and objectives relevant to the officers’

compensation,

evaluates the officers’

performance in light of such goals and objectives, determines and approves the officers’

level based on this evaluation;

makes recommendations to the Board regarding approval, disapproval, modification, or termination

of existing or proposed employee benefit plans, makes recommendations to the Board with respect to non-CEO and non-CFO compensation

and administers the Company’s incentive-compensation plans and equity-based plans.

The Compensation Committee has the authority

to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion.

The chief executive

officer of the Company may not be present during voting or deliberations of the Compensation Committee with respect to his compensation.

The Company’s executive officers do not play a role in suggesting their own salaries.

Neither the Company nor the Compensation

Committee has engaged any compensation consultant who has a role in determining or recommending the amount or form of executive

or director compensation.

The members of the Nominating Committee are Brian

Chan, Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s listing standards.

Brian Chan is the Chairperson

of the Nominating Committee.

Compensation Committee

The Compensation Committee reviews annually the

Company’s corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance

in light of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation;

recommendations to the Board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans,

makes recommendations to the Board with respect to non-CEO and non-CFO compensation and administers the Company’s incentive-compensation

plans and equity-based plans.

The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as

it may deem appropriate in its sole discretion.

The chief executive officer of the Company may not be present during voting or deliberations

of the Compensation Committee with respect to his compensation.

The Company’s executive officers do not play a role in suggesting

their own salaries.

Neither the Company nor the Compensation Committee has engaged any compensation consultant who has a role in determining

or recommending the amount or form of executive or director compensation.

The Compensation Committee held one meeting during 2021.

Notwithstanding

the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid

to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services

they render in order to effectuate, the consummation of a business combination.

Accordingly, it is likely that prior to the consummation

of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any

compensation arrangements to be entered into in connection with such initial business combination.

members of the Compensation Committee are Brian Chan, Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s

listing standards.

Thomas Ng is the Chairperson of the Compensation Committee.

should be aware of the following potential conflicts of interest:

None of our officers

and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in

allocating their time among various business activities.

In the course of

their other business activities, our officers and directors may become aware of investment and business opportunities which

may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

Our management

has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity

a particular business opportunity should be presented.

Our officers and

directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities

similar to those intended to be conducted by our company.

The insider shares

owned by our officers and directors will be released from escrow only if a business combination is successfully completed

and subject to certain other limitations.

Additionally, our officers and directors will not receive distributions from the

trust account with respect to any of their insider shares if we do not complete a business combination.

In addition, our officers

and directors may loan funds to us after the IPO and may be owed reimbursement for expenses incurred in connection with certain

activities on our behalf which would only be repaid if we complete an initial business combination.

For the foregoing reasons,

the personal and financial interests of our directors and executive officers may influence their motivation in identifying

and selecting a target business, completing a business combination in a timely manner and securing the release of their shares.

British Virgin Islands law, directors owe the following fiduciary duties:

duty to act in good

faith in what the director believes to be in the best interests of the company as a whole;

duty to exercise

powers for the purposes for which those powers were conferred and not for a collateral purpose;

directors should

not properly fetter the exercise of future discretion;

duty not to put

themselves in a position in which there is a conflict between their duty to the company and their personal interests;

duty to exercise

independent judgment.

addition to the above, directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement

to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected

of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge

skill and experience which that director has.

set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in

self-dealing, or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach

of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval

at general meetings.

as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting

business opportunities meeting the above-listed criteria to multiple entities.

In addition, conflicts of interest may arise when

our board evaluates a particular business opportunity with respect to the above-listed criteria.

We cannot assure you that any

of the above mentioned conflicts will be resolved in our favor.

Furthermore, most of our officers and directors have pre-existing

fiduciary obligations to other businesses of which they are officers or directors.

To the extent they identify business opportunities

which may be suitable for the entities to which they owe pre-existing fiduciary obligations, our officers and directors will honor

those fiduciary obligations.

Accordingly, it is possible they may not present opportunities to us that otherwise may be attractive

to us unless the entities to which they owe pre-existing fiduciary obligations and any successors to such entities have declined

to accept such opportunities.

order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and

directors has contractually agreed, pursuant to a written agreement with us, until the earliest of a business combination, our

liquidation or such time as he ceases to be an officer or director, to present to our company for our consideration, prior to

presentation to any other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject

to any pre-existing fiduciary or contractual obligations he might have.

following table summarizes the current pre-existing fiduciary or contractual obligations of our officers and directors.

Notwithstanding the foregoing, as indicated above,

no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including

our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation

of a business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation

committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection

with such initial business combination.

The members of the Compensation Committee are

Brian Chan, Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s listing standards.

Thomas Ng is the Chairperson

of the Compensation Committee.

Conflicts of Interest

Investors should be aware of the following potential

conflicts of interest:

None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

Our management has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

The insider shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed and subject to certain other limitations.

Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their insider shares if we do not complete a business combination.

In addition, our officers and directors may loan funds to us after the IPO and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination.

For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares.

Under British Virgin Islands law, directors owe

the following fiduciary duties:

duty to act in good faith in what the director believes to be in the best interests of the company as a whole;

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

directors should not properly fetter the exercise of future discretion;

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

duty to exercise independent judgment.

In addition to the above, directors also owe a

duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person having

both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried

out by that director in relation to the company and the general knowledge skill and experience which that director has.

As set out above, directors have a duty not to

put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of

their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance

by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the memorandum

and articles of association or alternatively by shareholder approval at general meetings.

Accordingly, as a result of multiple business

affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the

above-listed criteria to multiple entities.

In addition, conflicts of interest may arise when our board evaluates a particular business

opportunity with respect to the above-listed criteria.

We cannot assure you that any of the above mentioned conflicts will be resolved

in our favor.

Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses of which they

are officers or directors.

To the extent they identify business opportunities which may be suitable for the entities to which they owe

pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations.

Accordingly, it is possible they

may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing fiduciary

obligations and any successors to such entities have declined to accept such opportunities.

In order to minimize potential conflicts of interest

which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written

agreement with us, until the earliest of a business combination, our liquidation or such time as he ceases to be an officer or director,

to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may

reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations he might have.

The following table summarizes the current pre-existing

fiduciary or contractual obligations of our officers and directors.

Name of Individual

14 unchanged sentences

Group Financial Controller

connection with the vote required for any business combination, all of our existing shareholders, including all of our officers

and directors, have agreed to vote their respective insider shares and private shares in favor of any proposed business combination.

In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to

those ordinary shares acquired by them prior to the IPO.

If they purchased ordinary shares in the IPO or in the open market, however,

they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to redeem

such shares (or sell their shares in any tender offer) in connection with the consummation of our initial business combination

or an amendment to our amended and restated memorandum and articles of association relating to pre-business combination activity.

ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms

believed by us to be no less favorable to us than are available from unaffiliated third parties.

Such transactions will require

prior approval by our audit committee and a majority of our uninterested “independent”

directors, or the members of

our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent

legal counsel.

We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent”

directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with

respect to such a transaction from unaffiliated third parties.

further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that

is affiliated with any of our officers, directors or initial shareholders, unless we have obtained (i) an opinion from an independent

investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view

and (ii) the approval of a majority of our disinterested and independent directors (if we have any at that time).

in no event will any of our initial shareholders, officers, directors, special advisors or their respective affiliates be paid

any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate,

the consummation of our initial business combination.

adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal

securities laws.

The code of ethics codifies the business and ethical principles that govern all aspects of our business.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and

persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange

Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with

copies of all Section 16(a) forms filed by such reporting persons.

solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that

all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a

timely manner.

In connection with the vote required for any business

combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote their respective insider

shares and private shares in favor of any proposed business combination.

In addition, they have agreed to waive their respective rights

to participate in any liquidation distribution with respect to those ordinary shares acquired by them prior to the IPO.

If they purchased

ordinary shares in the IPO or in the open market, however, they would be entitled to participate in any liquidation distribution in respect

of such shares but have agreed not to redeem such shares (or sell their shares in any tender offer) in connection with the consummation

of our initial business combination or an amendment to our amended and restated memorandum and articles of association relating to pre-business

combination activity.

All ongoing and future transactions between us

and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than

are available from unaffiliated third parties.

Such transactions will require prior approval by our audit committee and a majority of

our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either

case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless

our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction

are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

To further minimize conflicts of interest, we

have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or

initial shareholders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination

is fair to our unaffiliated shareholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent

directors (if we have any at that time).

Furthermore, in no event will any of our initial shareholders, officers, directors, special advisors

or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services

they render in order to effectuate, the consummation of our initial business combination.

Code of Ethics

We adopted a code of conduct and ethics applicable

to our directors, officers and employees in accordance with applicable federal securities laws.

The code of ethics codifies the business

and ethical principles that govern all aspects of our business.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Securities Exchange Act of

1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a

registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports

of changes in ownership of our ordinary shares and other equity securities.

These executive officers, directors, and greater than 10%

beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive

officers, directors and greater than 10% beneficial owners were filed in a timely manner.

EXECUTIVE COMPENSATION

have not entered into any employment agreements with our executive officers, and have not made any agreements to provide benefits

upon termination of employment.

Officers and Director Compensation

executive officer has received any cash compensation for services rendered to us.

No compensation of any kind, including finders,

consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective

affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination.

such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as

identifying potential target businesses and performing due diligence on suitable business combinations.

There is no limit on the

amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than

our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction

if such reimbursement is challenged.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each person

who is known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares, (ii) each of our

officers and directors, and (iii) all of our officers and directors as a group as of March 5, 2021.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all

ordinary shares beneficially owned by them.

The following table does not reflect record of beneficial ownership of any ordinary

shares issuable upon exercise of the warrants or conversion of rights, as the warrants are not exercisable within 60 days of March

5, 2021 and the rights are not convertible within 60 days of March 5, 2021.

Employment Agreements

We have not entered into any employment agreements

with our executive officers, and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation

for services rendered to us.

No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of

our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in

order to effectuate, the consummation of a business combination.

However, such individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness

of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or

a court of competent jurisdiction if such reimbursement is challenged.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth certain information

with respect to the beneficial ownership of our voting securities by (i) each person who is known by us to be the beneficial owner of

more than 5% of our issued and outstanding ordinary shares, (ii) each of our officers and directors, and (iii) all of our officers and

directors as a group as of March 3.

Unless otherwise indicated, we believe that all

persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

The following

table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of the warrants or conversion of rights,

as the warrants are not exercisable within 60 days of March 3, 2022 and the rights are not convertible within 60 days of March 3, 2022.

Name and Address of Beneficial Owner (1)

1 unchanged sentence

AGBA Holding Limited

directors and executive officers as a group (5 individuals)

Basso SPAC Fund LLC (2)

BASSO MANAGEMENT, LLC (2)

BASSO CAPITAL MANAGEMENT,

BASSO GP, LLC (2)

Hudson Bay Capital Management LP (3)

Sander Gerber (3)

Polar Asset Management Partners Inc.

All directors and executive officers as a group (5 individuals)

Bank of Montreal (2)

Periscope Capital Inc.

Glazer Capital, LLC (6)

Mizuho Financial Group, Inc.

otherwise indicated, the business address of each of the individuals is c/o AGBA Acquisition Limited, Room 1108, 11th Floor, Block

B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong.

on a Schedule 13G filed by the reporting persons.

The address for the reporting persons is 1266 East Main Street, Fourth Floor,

Stamford, Connecticut 06902.

Basso Management, LLC (“Basso Management”) is the manager of Basso SPAC Fund LLC (“Basso

SPAC”).

Basso Capital Management, L.P.

(“BCM”) serves as the investment manager of Basso SPAC.

Basso GP, LLC

(Basso GP”) is the general partner of BCM.

Fischer is the sole portfolio manager for Basso SPAC, the Chief Executive

Officer and a founding partner of BCM, and a member of each of Basso Management and Basso GP.

Accordingly, each of Basso Management,

BCM, Basso GP and Howard I.

Fischer may be deemed to indirectly beneficially own the Shares reported herein.

on a Schedule 13G filed by the reporting persons.

The address for the reporting persons is 777 Third Avenue, 30th Floor, New York,

Hudson Bay Capital Management LP (the “Investment Manager”) serves as the investment manager to Hudson Bay

Master Fund Ltd.

Tech Opportunities LLC, in whose name the securities reported herein are held, is controlled by Hudson Bay Master

As such, the Investment Manager may be deemed to be the beneficial owner of all securities held by Tech Opportunities

Sander Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment

Gerber disclaims beneficial ownership of these securities.

on a Schedule 13G filed by the reporting person.

The reporting person has a business address of 401 Bay Street, Suite 1900,

PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

Based on a Schedule

13G filed by the reporting person.

The address for the reporting persons is 333 Bay Street, Suite 1240, Toronto, Ontario,

Canada M5H 2R2.

Feis Equities LLC (5)

* Less than 1%.

(1) Unless otherwise indicated, the

business address of each of the individuals is c/o AGBA Acquisition Limited, Room 1108, 11th Floor, Block B, New Mandarin Plaza, 14 Science

Museum Road, Tsimshatsui East, Kowloon, Hong Kong.

(2) Based on a Schedule 13G jointly

filed by Bank of Montreal, BMO FINANCIAL CORP., and BMO CAPITAL MARKETS CORP.

The address for the reporting persons is 100 King Street

West, 21st Floor, Toronto, M5X 1A1, Ontario, Canada.

Based on a Schedule 13G filed by the reporting person.

The address for the reporting persons is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.

Periscope Capital Inc.

(“Periscope”) acts as investment manager of, and exercises investment discretion

with respect to, certain private investment funds (each, a “Periscope Fund”).

Based on a Schedule

13G filed by the reporting person.

The address for the reporting persons is 250 West 55th Street, Suite 30A, New York, New

Glazer who serves as the Managing Member of Glazer Capital, LLC (“Glazer Capital”), with

respect to the shares held by certain funds and managed accounts to which Glazer Capital serves as investment manager.

Based on a Schedule

13G filed by the reporting person.

The address for the reporting persons is 1–5–5, Otemachi, Chiyoda–ku,

Tokyo 100–8176, Japan.

of the insider shares issued and outstanding prior to the IPO were placed in escrow with Continental, as escrow agent, until (1)

with respect to 50% of the insider shares, the earlier of one year after the date of the consummation of our initial business

combination and the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for

share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day

period commencing after our initial business combination and (2) with respect to the remaining 50% of the insider shares, one

year after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our

initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction which results in

all of our shareholders having the right to exchange their shares for cash, securities or other property.

the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) for transfers

to our officers, directors or their respective affiliates (including for transfers to an entity’s members upon its liquidation),

(ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death,

(iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection with

purchases of our securities, (vi) by private sales made at or prior to the consummation of a business combination at prices no

greater than the price at which the shares were originally purchased or (vii) to us for no value for cancellation in connection

with the consummation of our initial business combination, in each case (except for clause (vii)) where the transferee agrees

to the terms of the escrow agreement, but will retain all other rights as our shareholders, including, without limitation, the

right to vote their ordinary shares and the right to receive cash dividends, if declared.

If dividends are declared and payable

in ordinary shares, such dividends will also be placed in escrow.

If we are unable to effect a business combination and liquidate

the trust account, none of our initial shareholders will receive any portion of the liquidation proceeds with respect to their

insider shares.

order to meet our working capital needs, our initial shareholders, officers and directors or their affiliates may, but are not

obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced by a promissory note.

The notes would either be paid upon consummation of our initial business combination,

without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our

business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued

units to acquire 55,000 ordinary shares (which includes 5,000 shares issuable upon conversion of rights) and warrants to purchase

25,000 ordinary shares if $500,000 of notes were so converted).

Our shareholders have approved the issuance of the units and underlying

securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of

our initial business combination.

If we do not complete a business combination, the loans will not be repaid.

Sponsor and our executive officers and directors are deemed to be our “promoters,”

as that term is defined under the

Federal securities laws.

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

October 2018, the Company’s Chief Executive Officer, Gordon Lee, subscribed for an aggregate of 1,000 of ordinary shares

for an aggregate purchase price of $1, or approximately $0.001 per share.

On February 22, 2019, the Company issued an aggregate

of 1,149,000 Ordinary Shares to our Sponsor for an aggregate purchase price of $25,000 in cash.

Simultaneously

with the closing of the IPO, the Company consummated the private placement with certain of its initial shareholders of 225,000

units at a price of $10.00 per Private Unit, generating total proceeds of $2,250,000.

order to meet our working capital needs following the consummation of the IPO, our initial shareholders, officers and directors

and their respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount

they deem reasonable in their sole discretion.

(“Periscope”) acts as investment manager of, and exercises investment discretion with respect to, certain private investment funds (each, a “Periscope Fund”).

Based on a Schedule 13G filed by the reporting person.

The address for the reporting persons is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.

Based on a Schedule 13G filed by the reporting person.

The address for the reporting persons is 20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606.

All of the insider shares issued and outstanding

prior to the IPO were placed in escrow with Continental, as escrow agent, until (1) with respect to 50% of the insider shares, the earlier

of one year after the date of the consummation of our initial business combination and the date on which the closing price of our ordinary

shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations)

for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect to the

remaining 50% of the insider shares, one year after the date of the consummation of our initial business combination, or earlier, in either

case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction

which results in all of our shareholders having the right to exchange their shares for cash, securities or other property.

During the escrow period, the holders of these

shares will not be able to sell or transfer their securities except (i) for transfers to our officers, directors or their respective affiliates

(including for transfers to an entity’s members upon its liquidation), (ii) to relatives and trusts for estate planning purposes,

(iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order, (v) by certain

pledges to secure obligations incurred in connection with purchases of our securities, (vi) by private sales made at or prior to the consummation

of a business combination at prices no greater than the price at which the shares were originally purchased or (vii) to us for no value

for cancellation in connection with the consummation of our initial business combination, in each case (except for clause (vii)) where

the transferee agrees to the terms of the escrow agreement, but will retain all other rights as our shareholders, including, without limitation,

the right to vote their ordinary shares and the right to receive cash dividends, if declared.

If dividends are declared and payable in

ordinary shares, such dividends will also be placed in escrow.

If we are unable to effect a business combination and liquidate the trust

account, none of our initial shareholders will receive any portion of the liquidation proceeds with respect to their insider shares.

In order to meet our working capital needs, our

initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at

any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced by a promissory note.

The notes would either be paid

upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $500,000

of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which,

for example, would result in the holders being issued units to acquire 55,000 ordinary shares (which includes 5,000 shares issuable

would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up

to $500,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit

(which, for example, would result in the holders being issued units to acquire 55,000 ordinary shares (which includes 5,000 shares issuable

upon conversion of rights) and warrants to purchase 25,000 ordinary shares if $500,000 of notes were so converted).

Our shareholders

have approved the issuance of the units and underlying securities upon conversion of such notes, to the extent the holder wishes

to so convert them at the time of the consummation of our initial business combination.

If we do not complete a business combination,

the loans would be repaid out of funds not held in the trust account, and only to the extent available.

holders of our insider shares issued and outstanding prior to the date of the IPO, as well as the holders of the private units

(and all underlying securities) and any securities our initial shareholders, officers, directors or their affiliates may be issued

in payment of working capital loans made to us, will be entitled to registration rights pursuant to offering registration rights

The holders of a majority of these securities are entitled to make up to two demands that we register such securities.

The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three

months prior to the date on which these ordinary shares are to be released from escrow.

The holders of a majority of the private

units or securities issued in payment of working capital loans made to us can elect to exercise these registration rights at any

time after we consummate a business combination.

In addition, the holders have certain “piggy-back”

registration rights

with respect to registration statements filed subsequent to our consummation of a business combination.

We will bear the expenses

incurred in connection with the filing of any such registration statements.

will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with

certain activities on our behalf such as identifying and investigating possible target businesses and business combinations.

is no limit on the amount of out-of-pocket expenses reimbursable by us;

provided, however, that to the extent such expenses exceed

the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account,

such expenses would not be reimbursed by us unless we consummate an initial business combination.

Our audit committee will review

and approve all reimbursements and payments made to any initial shareholder or member of our management team, or our or their

respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved

by our Board of Directors, with any interested director abstaining from such review and approval.

Sponsor has paid the expenses incurred by the Company an aggregate of $790,122 on a non-interest bearing basis as of December

As of December 31, 2020, the Company owed a balance of $790,122 to our Sponsor.

Company is obligated to pay our Sponsor a monthly fee of $10,000 for general and administrative services.

However, pursuant to

the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s audit

committee that the Company lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with

the initial business combination.

Any such unpaid amount will accrue without interest and be due and payable no later than the

date of the consummation of our initial business combination.

ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms

believed by us to be no less favorable to us than are available from unaffiliated third parties.

Such transactions, including

the payment of any compensation, will require prior approval by a majority of our uninterested “independent”

(to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had

access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our

disinterested “independent”

directors (or, if there are no “independent”

directors, our disinterested

directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with

respect to such a transaction from unaffiliated third parties.

Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential

conflicts of interests, except under guidelines approved by the board of directors (or the audit committee).

Related-party transactions

are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar

year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election

as a director, (b) greater than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred

to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director

or a less than 10% beneficial owner of another entity).

A conflict of interest situation can arise when a person takes actions

or has interests that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may

also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

also require each of our directors and executive officers to annually complete a directors’

and officers’

questionnaire

that elicits information about related party transactions.

audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to

the extent we enter into such transactions.

All ongoing and future transactions between us and any of our officers and directors

or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated

third parties.

Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent”

directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense,

to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our audit committee and a majority

of our disinterested “independent”

directors determine that the terms of such transaction are no less favorable to

us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Additionally,

we require each of our directors and executive officers to complete a directors’

and officers’

questionnaire that

elicits information about related party transactions.

procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents

a conflict of interest on the part of a director, employee or officer.

further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which

is affiliated with any of our initial shareholders unless we obtain an opinion from an independent investment banking firm that

the business combination is fair to our unaffiliated shareholders from a financial point of view.

Furthermore, in no event will

any of our existing officers, directors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s

fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of

a business combination.

listing standards require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least

three independent directors and that a majority of our board of directors be independent.

For a description of the director independence,

see above Part III, Item 10 - Directors, Executive Officers and Corporate Governance.

PRINCIPAL ACCOUNTANT FEES

following is a summary of fees paid to Marcum LLP and fees paid or to be paid to Friedman LLP, for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements

and services that are normally provided by the chosen registered public accounting firm in connection with regulatory filings.

The aggregate fees billed by Marcum LLP for professional services rendered for the audit of our 2019 annual financial statements,

review of the financial information included in our Forms 10-Q and other required filings with the SEC for the periods of March

31, 2020 and June 30, 2020 totaled approximately $29,870.

The aggregate fees billed by Friedman LLP for professional services

rendered for the audit of our 2020 annual financial statements, review of the financial information included in our Forms 10-Q

and other required filings with the SEC for the period of September 30, 2020 totaled approximately $38,500.

The above amounts

include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.”

These services include

attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting

We did not pay Marcum LLP or Friedman LLP for consultations concerning financial accounting and reporting standards

during the year ended December 31, 2020 and 2019.

We did not pay Marcum LLP or Friedman LLP for tax planning and tax advice for the year ended December 31, 2020 and 2019.

We did not pay Marcum LLP or Friedman LLP for other services for the year ended December 31, 2020 and 2019.

audit committee was formed upon the consummation of our IPO.

As a result, the audit committee did not pre-approve all of the foregoing

services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing

services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior

to the completion of the audit).

EXHIBITS AND FINANCIAL

STATEMENT SCHEDULES

Our shareholders have

approved the issuance of the units and underlying securities upon conversion of such notes, to the extent the holder wishes to so convert

them at the time of the consummation of our initial business combination.

If we do not complete a business combination, the loans will

not be repaid.

Our Sponsor and our executive officers and directors

are deemed to be our “promoters,” as that term is defined under the Federal securities laws.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In October 2018, the Company’s Chief Executive

Officer, Gordon Lee, subscribed for an aggregate of 1,000 of ordinary shares for an aggregate purchase price of $1, or approximately $0.001

On February 22, 2019, the Company issued an aggregate of 1,149,000 Ordinary Shares to our Sponsor for an aggregate purchase

price of $25,000 in cash.

Simultaneously

on February 22, 2019, the Company’s Sponsor transferred an aggregate of 114,000 ordinary shares to certain directors and officers

of the Company, at a price of approximately $0.02 per share, which is identical to the original price.

Upon the closing of the IPO, the Company consummated

the private placement of 225,000 units to our Sponsor at a price of $10.00 per Private Unit, generating total proceeds of $2,250,000.

Including the 225,000 ordinary shares as part of the Private Units held, our Sponsor holds an aggregate of 1,261,000 ordinary shares.

In order to meet our working capital needs following

the consummation of the IPO, our initial shareholders, officers and directors and their respective affiliates may, but are not obligated

to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would

be evidenced by a promissory note.

The notes would either be paid upon consummation of our initial business combination, without interest,

or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into

private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 55,000 ordinary

shares (which includes 5,000 shares issuable upon conversion of rights) and warrants to purchase 25,000 ordinary shares if $500,000 of

notes were so converted).

Our shareholders have approved the issuance of the units and underlying securities upon conversion of such notes,

to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination.

If we do not complete

a business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

The holders of our insider shares issued and outstanding

prior to the date of the IPO, as well as the holders of the private units (and all underlying securities) and any securities our initial

shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to

registration rights pursuant to offering registration rights agreement.

The holders of a majority of these securities are entitled to

make up to two demands that we register such securities.

The holders of the majority of the insider shares can elect to exercise these

registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow.

The holders of a majority of the private units or securities issued in payment of working capital loans made to us can elect to exercise

these registration rights at any time after we consummate a business combination.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to our consummation of a business combination.

the expenses incurred in connection with the filing of any such registration statements.

We will reimburse our officers and directors for

any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying

and investigating possible target businesses and business combinations.

There is no limit on the amount of out-of-pocket expenses reimbursable

provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest

income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business

Our audit committee will review and approve all reimbursements and payments made to any initial shareholder or member of

our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee

will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

The Sponsor has paid the expenses incurred by

the Company an aggregate of $952,761 on a non-interest bearing basis as of December 31, 2021.

As of December 31, 2021 and 2020, the Company

owed a balance of $952,761 and $790,122, respectively, to our Sponsor.

The Company is obligated to pay our Sponsor a

monthly fee of $10,000 for general and administrative services.

However, pursuant to the terms of such agreement, the Company may delay

payment of such monthly fee upon a determination by the Company’s audit committee that the Company lack sufficient funds held outside

the trust to pay actual or anticipated expenses in connection with the initial business combination.

Any such unpaid amount will accrue

without interest and be due and payable no later than the date of the consummation of our initial business combination.

All ongoing and future transactions between us

and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than

are available from unaffiliated third parties.

Such transactions, including the payment of any compensation, will require prior approval

by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not

have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

will not enter into any such transaction unless our disinterested “independent” directors (or, if there are no “independent”

directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would

be available to us with respect to such a transaction from unaffiliated third parties.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever

possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved

by the board of directors (or the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate

amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and

(3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our ordinary shares,

or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest

(other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict of interest situation

can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of

his or her position.

We also require each of our directors and executive

officers to annually complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

Our audit committee, pursuant to its written charter,

will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.

and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us

to be no less favorable to us than are available from unaffiliated third parties.

Such transactions will require prior approval by our

audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an

interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine

that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction

from unaffiliated third parties.

Additionally, we require each of our directors and executive officers to complete a directors’

and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether

any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,

employee or officer.

To further minimize potential conflicts of interest,

we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial shareholders unless

we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders

from a financial point of view.

Furthermore, in no event will any of our existing officers, directors or initial shareholders, or any

entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services

they render in order to effectuate, the consummation of a business combination.

Director Independence

Nasdaq listing standards require that within one

year of the listing of our securities on the Nasdaq Capital Market we have at least three independent directors and that a majority of

our board of directors be independent.

For a description of the director independence, see above Part III, Item 10 - Directors, Executive

Officers and Corporate Governance.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of fees paid or to

be paid to Friedman LLP, for services rendered.

fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are

normally provided by the chosen registered public accounting firm in connection with regulatory filings.

The aggregate fees billed by

Friedman LLP for professional services rendered for the audit of our 2019 and 2020 annual financial statements, review of the financial

information included in our Forms 10-Q and other required filings with the SEC for the periods of March 31, 2021, June 30, 2021 and September

30, 2021 totaled approximately $64,597.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee

Audit-Related Fees.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit

or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that

are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Friedman

LLP for consultations concerning financial accounting and reporting standards during the year ended December 31, 2021 and 2020.

pay Friedman LLP for tax planning and tax advice for the year ended December 31, 2021 and 2020.

All Other Fees .

did not pay Friedman LLP for other services for the year ended December 31, 2021 and 2020.

Pre-Approval of Services

Our audit committee was formed upon the consummation

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to

the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward

basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our

auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange

Act which are approved by the audit committee prior to the completion of the audit).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements:

Report of Independent Registered Public Accounting Firm

Balance Sheets

of Operations and Comprehensive (Loss) Income

Statements of Changes in Shareholders’

Statements of Cash Flows

Notes to Financial Statements

supplemental schedules have been omitted since the information is either included in the financial statements or the notes

thereto or they are not required or are not applicable

See attached Exhibit Index of this Annual Report

Agreement, dated May 14, 2019, by and between the Registrant and Maxim Group LLC (incorporated by reference to Exhibit 1.1

to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

and Restated Memorandum and Articles of Association (incorporated by reference to Annex A to the Definitive Proxy Statements

filed with the Securities & Exchange Commission on January 20, 2021)

Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities

& Exchange Commission on May 14, 2019)

Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with

the Securities and Exchange Commission on May 14, 2019)

Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities

and Exchange Commission on May 14, 2019)

Right Certificate (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1 filed with the Securities

and Exchange Commission on May 17, 2019)

Agreement, dated May 14, 2019, by and between Continental and the Registrant (incorporated by reference to Exhibit 4.5 to

the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2019)

Agreement, dated May 14, 2019, by and between Continental and the Registrant (incorporated by reference to Exhibit 4.6 to

the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

of Unit Purchase Option between the Registrant and Maxim Group LLC (incorporated by reference to Exhibit 4.7 to the Registration

Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Agreements by and between the Registrant and each of the initial shareholders, officers and directors of the Registrant (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May

Management Trust Account Agreement, dated May 14, 2019, by and between Continental and the Registrant (incorporated by reference

to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Shareholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable

See attached Exhibit Index of this Annual Report on Form 10-K

Underwriting Agreement, dated May 14, 2019, by and between the Registrant and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Annex A to the Definitive Proxy Statements filed with the Securities & Exchange Commission on October 14, 2021 )

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 14, 2019)

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 14, 2019)

Specimen Right Certificate (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 17, 2019)

Warrant Agreement, dated May 14, 2019, by and between Continental and the Registrant (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2019)

Rights Agreement, dated May 14, 2019, by and between Continental and the Registrant (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Form of Unit Purchase Option between the Registrant and Maxim Group LLC (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Letter Agreements by and between the Registrant and each of the initial shareholders, officers and directors of the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Investment Management Trust Account Agreement, dated May 14, 2019, by and between Continental and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Amendment No.1 to the Investment Management Trust Account Agreement, dated February 5, 2021, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Annex A to the Definitive Proxy Statements filed with the Securities & Exchange Commission on January 20, 2021)

Escrow Agreement, dated May 14, 2019, among the Registrant, Continental, and the initial shareholders (incorporated by reference

to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Rights Agreement, dated May 14, 2019, among the Registrant, Continental and the initial shareholders (incorporated by reference

to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

of Subscription Agreement among the Registrant, the Initial Shareholders and Maxim Group LLC (incorporated by reference to

Exhibit 10.5 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Note in the principal amount of $460,000 dated May 11, 2020

Note in the principal amount of $460,000 dated August 12, 2020

Note in the principal amount of $460,000 dated November 10, 2020

Note in the principal amount of $594,466.50 dated February 10, 2021

of Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities

& Exchange Commission on May 14, 2019)

of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with

the Securities & Exchange Commission on May 14, 2019)

of Nominating Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed

with the Securities & Exchange Commission on May 14, 2019)

of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed

with the Securities & Exchange Commission on May 14, 2019)

Stock Escrow Agreement, dated May 14, 2019, among the Registrant, Continental, and the initial shareholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Registration Rights Agreement, dated May 14, 2019, among the Registrant, Continental and the initial shareholders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Form of Subscription Agreement among the Registrant, the Initial Shareholders and Maxim Group LLC (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Promissory Note in the principal amount of $460,000 dated May 11, 2020

Promissory Note in the principal amount of $460,000 dated August 12, 2020

Promissory Note in the principal amount of $460,000 dated November 10, 2020

Promissory Note in the principal amount of $594,466.50 dated February 10, 2021

Promissory Note in the principal amount of $594,466.50 dated May 11, 2021

Promissory Note in the principal amount of $594,466.50 dated August 11, 2021

Promissory Note in the principal amount of $546,991.05 dated November 10, 2021

Promissory Note in the principal amount of $546,991.05 dated February 7, 2022

Form of Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Form of Nominating Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

AGBA ACQUISITION LIMITED

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Previously filed.

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

AGBA ACQUISITION

March 14, 2022

Chief Executive

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

/s/ Gordon Lee

Chief Executive Officer

March 14, 2022

2 unchanged sentences

March 14, 2022

(Principal financial and accounting officer)

(Principal financial and accounting officer) and Director

/s/ Thomas Ng

March 14, 2022

/s/ Brian Chan