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Item 2. Management’s Discussion and Analysis

2022-05-16 compared with 2021-11-16 · 181 added, 178 removed, 140 unchanged (72% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly

Report”) to “we,” “us” or the “Company” refer to AGBA Acquisition Limited.

References to our

“management” or our “management team” refer to our officers and directors, references to the “Sponsor”

refer to AGBA Holding Limited.

The following discussion and analysis of the Company’s financial condition and results of operations

should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the

“Quarterly Report”) to “we,” “us” or the “Company” refer to AGBA Acquisition

References to our “management” or our “management team” refer to our officers and directors,

references to the “Sponsor” refer to AGBA Holding Limited.

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial

statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and

analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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Words such as “expect,”

“believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar

words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events

or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could

cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking

“believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and

similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future

events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors

could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking

For information identifying important factors that could cause actual results to differ materially from those anticipated

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events or otherwise.

We are a blank check company incorporated in the

British Virgin Islands on October 8, 2018 and formed for the purpose of entering into a merger, share exchange, asset acquisition, share

purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

We intend to effectuate

our initial business combination using cash from the proceeds of the initial public offering and the sale of the Private Units, our capital

stock, debt or a combination of cash, stock and debt.

We are a blank check company incorporated in

the British Virgin Islands on October 8, 2018 and formed for the purpose of entering into a merger, share exchange, asset acquisition,

share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

We presently have no revenue, have had losses

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fund our operations.

On May 16, 2019, the Company consummated its initial

public offering of 4,600,000 Units, which includes the full exercise of the over-allotment option.

Each Public Unit consists of one ordinary

share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business

Each redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share, and each ten rights

entitle the holder thereof to receive one ordinary share at the closing of a business combination.

The Units were sold at an offering

price of $10.00 per Unit, generating gross proceeds of $46,000,000.

Simultaneously with the closing of the initial business combination,

the Company consummated the Private Placement of 225,000 units at a price of $10.00 per Private Unit, generating total proceeds of $2,250,000.

A total of $46,000,000 of the net proceeds from the sale of Public Units in the initial business combination (including the over-allotment

option units) and the Private Placements were placed in a trust account established for the benefit of the Company’s public shareholders.

The Company incurred $2,559,729 in initial public offering related costs, including $2,175,948 of underwriting fees and $383,781 of initial

public offering costs.

May 16, 2019, the Company consummated its initial public offering of 4,600,000 units, which includes the full exercise of the over-allotment

Each Public Unit consists of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary

share upon the consummation of an initial business combination.

Each redeemable warrant entitles the holder thereof to purchase one-half

(1/2) of one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a business

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $46,000,000.

Simultaneously with

the closing of the initial business combination, the Company consummated the private placement of 225,000 units at a price of $10.00

per Private Unit, generating total proceeds of $2,250,000.

A total of $46,000,000 of the net proceeds from the sale of Public Units in

the initial business combination (including the over-allotment option units) and the private placements were placed in a Trust Account

established for the benefit of the Company’s public shareholders.

The Company incurred $2,559,729 in initial public offering related

costs, including $2,175,948 of underwriting fees and $383,781 of initial public offering costs.

We will not issue fractional shares.

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(2) hold rights in multiples of 10 in order to receive shares for all of the rights upon closing of a business combination.

On each of May 11, August 13 and November 10, 2020, we issued a $460,000

unsecured promissory note to the Sponsor, pursuant to which such amount was deposited into our Trust Account in order to extend the amount

of time we had available to complete a business combination from May 16, 2020 to February 16, 2021.

On each of February 10, May 11 and

August 11, 2021, the Company issued an unsecured promissory note, in an amount of $594,467, to the Sponsor, pursuant to which such amount

had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until November

On November 10, 2021, the Company issued an unsecured promissory note in an amount of $546,991, to the Sponsor, pursuant to

which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination

until February 16, 2022.

Each of these promissory notes is non-interest bearing and is payable upon the closing of a business combination.

In addition, each of the promissory notes may be converted, at the lender’s discretion, into additional Private Units at a price

of $10.00 per unit.

On each of May 11, August 13 and November 10,

2020, we issued a $460,000 unsecured promissory note to the Sponsor, pursuant to which such amount was deposited into our Trust Account

in order to extend the amount of time we had available to complete a business combination from May 16, 2020 to February 16, 2021.

of February 10, May 11 and August 11, 2021, the Company issued an unsecured promissory note, in an amount of $594,467, to the Sponsor,

pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a

business combination until November 16, 2021.

On each of November 10, 2021 and February 7, 2022, the Company issued an unsecured promissory

note in an amount of $546,991, to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend

the amount of available time to complete a business combination until May 16, 2022.

Each of these promissory notes is non-interest bearing

and is payable upon the closing of a business combination.

In addition, each of the promissory notes may be converted, at the lender’s

discretion, into additional Private Units at a price of $10.00 per unit.

We held our annual meeting of shareholders on

August 18, 2020 (the “2020 Annual Meeting”).

During the 2020 Annual Meeting, shareholders elected all of the five nominees

for directors to serve until the next annual meeting of shareholders and also ratified the reappointment of Marcum LLP (“Marcum”)

to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

On October 15, 2020, the Company dismissed Marcum

as its independent registered public accounting firm.

Effective October 20, 2020, Friedman LLP (“Friedman”) has been engaged

as the Company’s new independent registered public accounting firm.

The audit committee of the Company’s board of directors,

on October 15, 2020, approved the dismissal of Marcum and the engagement of Friedman as the independent registered public accounting firm.

At an extraordinary meeting of shareholders on

November 2, 2021, shareholders approved (i) the Third Amended and Restated Memorandum and Articles of Association to extend the date by

which the Company has to consummate a business combination two times for three additional months each time from November 16, 2021 to May

16, 2022, and (ii) an amendment to the Company’s investment management trust agreement, dated May 14, 2019, as amended, by and between

the Company and Continental Stock Transfer & Trust Company to extend the time to complete a business combination to May 16, 2022.

May 3, 2022 (the “2022 Annual Meeting”).

During the 2022 Annual Meeting, shareholders approved, among other things, (i) the

Fourth Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate a business

combination two times for three additional months each time from May 16, 2022 to November 16, 2022;

(ii) an amendment to the Company’s

investment management trust agreement, dated May 14, 2019, as amended, by and between the Company and Continental Stock Transfer &

Trust Company to extend the time to complete a business combination to November 16, 2022;

and (iii) elected all of the five nominees for

directors to serve until the next annual meeting of shareholders approved.

On May 9, 2022, we issued an unsecured promissory note, in

an amount of $504,431 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount

of available time to complete a business combination until August 16, 2022.

Our management has broad discretion with respect

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all of the net proceeds are intended to be applied generally towards consummating a business combination.

The outbreak of the COVID-19 coronavirus has resulted

in a widespread health crisis that has adversely affected the economies and financial markets worldwide, and potential target companies

may defer or end discussions for a potential business combination with us whether or not COVID-19 affects their business operations.

extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain

The outbreak of the COVID-19 coronavirus has

resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide, and potential target

companies may defer or end discussions for a potential business combination with us whether or not COVID-19 affects their business operations.

The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain

and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19

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are unavailable to negotiate and consummate a transaction in a timely manner.

On November 3, 2021, the Company entered

into a business combination agreement (the “Business Combination Agreement”), which provides for a Business Combination between

AGBA and TAG Holdings Limited (“TAG”) and certain of TAG’s wholly owned subsidiaries – OnePlatform Holdings Limited

(“OPH”), TAG Asia Capital Holdings Limited (“Fintech”), TAG International Limited (“B2B”), TAG Asset

Partners Limited (“B2BSub)”, and OnePlatform International Limited (“HKSub”).

OPH through its wholly-owned subsidiaries,

is engaged in business-to-business (or B2B) services, while Fintech through its wholly-owned subsidiaries, is engaged in the financial

technology or fintech business.

B2BSub is a wholly-owned subsidiary of B2B, and HKSub is a wholly owned subsidiary of B2BSub.

In the Business

Combination Agreement, B2B, B2BSub, HKSub, OPH, Fintech, together with their respective subsidiaries are referred to as the “Group

Pursuant to the Business Combination Agreement, OPH will first become a subsidiary of B2B through a merger with HKSub,

with OPH as the surviving entity (the “OPH Merger”).

Subsequently, (i) a to-be-formed, wholly-owned subsidiary of AGBA (“Merger

Sub I”) will merge with and into B2B;

and another to-be-formed, wholly-owned subsidiary of AGBA (“Merger Sub II”) will

merge with and into Fintech (together with (i), the “Acquisition Merger”).

In consideration of the Acquisition Merger, AGBA

will issue 55,500,000 ordinary shares with a deemed price per share US$10.00 (“Aggregate Stock Consideration”) as directed

by TAG, in its capacity as sole shareholder of B2B and Fintech.

On November 3, 2021, the Company entered into

the business combination Agreement, which provides for a business combination between AGBA and TAG and certain of TAG’s wholly owned

subsidiaries – OPH, Fintech, B2B, B2BSub, and HKSub.

OPH through its wholly-owned subsidiaries, is engaged in business-to-business

(or B2B) services, while Fintech through its wholly-owned subsidiaries, is engaged in the financial technology or fintech business.

is a wholly-owned subsidiary of B2B, and HKSub is a wholly owned subsidiary of B2BSub.

In the business combination agreement, as amended,

B2B, B2BSub, HKSub, OPH, Fintech, together with their respective subsidiaries are referred to as the “Group Parties”.

to the business combination agreement, as amended, OPH will first become a subsidiary of B2B through a merger with HKSub, with OPH as

the surviving entity (the “OPH Merger”).

Subsequently, (i) AMSI will merge with and into B2B;

and AMSII will merge with and

into Fintech (together with (i), the “Acquisition Merger”).

In consideration of the Acquisition Merger, AGBA will issue 55,500,000

ordinary shares with a deemed price per share US$10.00 (“Aggregate Stock Consideration”) to TAG, in its capacity as sole shareholder

of B2B and Fintech.

At the closing of the Acquisition Merger, AGBA

will deliver to such persons as directed by TAG, in its capacity as the sole shareholder of B2B and Fintech, subject to compliance with

applicable law, the Aggregate Stock Consideration less three percent (3%) of the Aggregate Stock Consideration (the “Holdback Shares”).

Subject to the provisions of the Business Combination Agreement, AGBA will release the Holdback Shares at the end of six (6) months following

the closing of the Acquisition Merger, which may be extended for an additional three-month period (the “Survival Period”),

provided that the AGBA will be entitled to retain some or all of the Holdback Shares to satisfy certain indemnification claims during

the Survival Period.

shall issue the full amount of the Aggregate Stock Consideration, less three percent (3%) of the Aggregate Stock Consideration (the “Holdback

Shares”), to TAG, in its capacity as sole shareholder of B2B and Fintech, subject to compliance with applicable law.

the provisions of the business combination Agreement, AGBA will release the Holdback Shares at the end of six (6) months following the

closing of the Acquisition Merger, which may be extended for an additional three-month period (the “Survival Period”), provided

that the AGBA will be entitled to retain some or all of the Holdback Shares to satisfy certain indemnification claims during the Survival

Post-closing, TAG intends to further distribute the Aggregate Stock Consideration to certain beneficial shareholders of TAG, subject

to legal and regulatory requirements.

Results of Operations

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Since the initial public offering, our activity has been limited to the evaluation

of business combination candidates, and we will not be generating any operating revenues until the closing and completion of our initial

business combination.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses.

We expect our expenses to increase substantially after this period.

For the three and nine months ended September

30, 2021, we had a net loss of $209,743 and $515,988, respectively, which was comprised of interest and dividend income, change in fair

value of warrant liabilities and general and administrative expenses.

For the three and nine months ended September

30, 2020, we had a net loss of $56,687 and a net income of $161,193, respectively, which was comprised of interest and dividend income,

change in fair value of warrant liabilities and general and administrative expenses.

Liquidity and Capital Resources

As of September 30, 2021, we had cash of $356,075.

Until the consummation of the initial public offering, the Company’s only source of liquidity was an initial purchase of ordinary

shares by the Sponsor, monies loaned by the Sponsor under a certain unsecured promissory note and advances from the Sponsor.

of business combination candidates and engaging in activities in connection with the proposed business combination transaction with TAG,

and we will not be generating any operating revenues until the closing and completion of our business combination.

For the three months ended March 31, 2022, we

had a net loss of $351,736, which was comprised of interest and dividend income and general and administrative expenses, as well as a

loss from the change in fair value of warrant liabilities.

For the three months ended March 31, 2021, we

had a net loss of $131,804, which was comprised of general and administrative expenses and a loss from change in fair value of warrant

and Capital Resources

As of March 31, 2022, we had cash of $33,356 outside

our Trust Account available for working capital needs.

All remaining cash was held in the Trust Account and is generally unavailable for

our use, prior to the business combination.

On May 16, 2019, we consummated the initial public

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offering related costs, including $2,175,948 of underwriting fees and $383,781 of initial public offering costs.

Our liquidity needs have been satisfied to date

through receipt of $25,000 from the sale of the insider shares, advances from our Sponsor in an aggregate amount of $1,157,787 outstanding

as of March 31, 2022, and the remaining net proceeds from our initial public offering and private placement.

We intend to use substantially all of the net

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To the extent that our capital stock is used in whole or in part as consideration to effect our

business combination, the remaining proceeds held in the Trust Account, as well as any other net proceeds not expended, will be used as

working capital to finance the operations of the target business.

business combination, the remaining proceeds held in the Trust Account, as well as any other net proceeds not expended, will be used

as working capital to finance the operations of the target business.

Such working capital funds could be used in a variety of ways including

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We intend to use the funds held outside the Trust

Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel

to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate

documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

We do not believe we will need to raise additional

funds in order to meet the expenditures required for operating our business.

This belief is based on the fact that while we may begin

preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence,

depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or

other preliminary agreement that addresses the terms of our initial business combination.

However, if our estimate of the costs of undertaking

in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, or the amount

of interest available to use from the trust account is minimal as a result of the current interest rate environment, we may be required

to raise additional capital, the amount, availability and cost of which is currently unascertainable.

In this event, we could seek such

additional capital through loans or additional investments from members of our management team, but such members of our management team

are not under any obligation to advance funds to, or invest in, us.

In the event that the business combination does not close, we may

use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account

would be used for such repayment.

Account primarily for activities relating to consummating the proposed business combination with TAG.

If our estimates of the costs of consummating

our proposed business combination is less than the actual amount necessary to do so, or the amount of interest available to us from the

Trust Account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to

operate our business prior to our initial business combination.

Moreover, we may need to obtain additional financing either to consummate

our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation

of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of

our initial business combination.

Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations, and there is no assurance that such financing can be obtained on favorable terms, or at all.

We may need to seek additional capital through

loans or additional investments from members of our management team, but such members of our management team are not under any obligation

to advance funds to, or invest in, us.

In the event that the business combination does not close, we may use a portion of the working

capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

Such loans would be evidenced by promissory notes.

The notes would either be paid upon consummation

of our 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 additional Private Units at a price of $10.00 per unit.

The terms of such loans by our initial

shareholders, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

Business Combination need to be closed prior to May 16, 2022.

The notes would either be paid upon consummation of our 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 additional Private Units at a price of $10.00 per unit.

The terms of such loans by our initial shareholders, officers and directors,

if any, have not been determined and no written agreements exist with respect to such loans.

Accordingly, the Company may not be able to obtain

additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve

liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction,

and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable

terms, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a business

combination is not consummated by August 16, 2022.

These unaudited condensed consolidated financial statements do not include any adjustments

relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be

unable to continue as a going concern.

Off-balance Sheet Financing Arrangements

We have no obligations, assets or liabilities

which would be considered off-balance sheet arrangements as of September 30, 2021.

which would be considered off-balance sheet arrangements as of March 31, 2022.

We do not participate in transactions that create relationships

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Registration Rights

The holders of our insider shares issued and outstanding

prior to our initial public offering, 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, are entitled

to registration rights pursuant to a registration rights agreement entered into concurrently without initial public offering.

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.

The holders of our insider shares issued and

outstanding prior to our initial public offering, 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, are entitled to registration rights pursuant to a registration rights agreement entered into concurrently without initial public

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.

Underwriting Agreement

The underwriters is entitled to a cash underwriting

The underwriter is entitled to a cash underwriting

discount of six and half percent (6.5%), or $0.65 per unit, of the gross proceeds of the initial public offering.

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Four percent (4.0%), or

$0.40 per unit, is contingent on the closing of a business combination and will be deferred by the underwriters and be placed in the Trust

$0.40 per unit, is contingent on the closing of a business combination and will be deferred by the underwriters and be placed in the

Trust Account.

Such deferred amount will only be payable to the underwriters upon closing of a business combination.

Further, the deferred amount

paid to the underwriters upon the closing of a business combination will be reduced by two percent (2.0%), or $0.20 per unit, for each

unit that is redeemed by shareholders in connection with the business combination.

If the business combination is not consummated, the

deferred amount will be forfeited by the underwriters.

The underwriters will not be entitled to any interest accrued on the deferred amount.

Further, the deferred

amount paid to the underwriters upon the closing of a business combination will be reduced by two percent (2.0%), or $0.20 per unit,

for each unit that is redeemed by shareholders in connection with the business combination.

If the business combination is not consummated,

the deferred amount will be forfeited by the underwriters.

The underwriters will not be entitled to any interest accrued on the deferred

Private Warrants

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Critical Accounting Policies

The preparation of financial statements and related

disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially

differ from those estimates.

The preparation of the unaudited condensed

consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated

financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those

The Company has not identified any significant accounting policies.

Ordinary Shares Subject To Possible Redemption

The Company accounts for its ordinary shares subject

to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity .” Ordinary

share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value.

Conditionally redeemable

ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject

to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

The Company accounts for its ordinary shares

subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity .”

Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value.

Conditionally

redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder

or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s ordinary shares feature certain

redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

The Company’s ordinary shares feature

certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future

Net Income (Loss) Per Share

The Company calculates net loss per share in accordance

with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average

number of ordinary shares outstanding during the period, excluding ordinary shares subject to possible conversion.

Diluted loss per share

is computed by dividing net loss by the weighted average number of ordinary shares outstanding, plus to the extent dilutive, the incremental

number of ordinary shares to settle rights and other ordinary share equivalents (currently none outstanding), as calculated using the

treasury stock method.

Ordinary shares subject to possible conversion at September 30, 2021, which are not currently redeemable and are

not redeemable at fair value, have been excluded from the calculation of basic and diluted loss per share since such shares, if redeemed,

only participate in their pro rata share of the Trust Account earnings.

The Company has not considered the effect of rights that convert

into 276,000 ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since

the conversion of the rights into ordinary is contingent upon the occurrence of future events.

The Company calculates net loss per share in

accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by

the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to possible conversion.

Diluted loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding, plus to the extent

dilutive, the incremental number of ordinary shares to settle rights and other ordinary share equivalents (currently none outstanding),

as calculated using the treasury stock method.

Ordinary shares subject to possible conversion at March 31, 2022, which are not currently

redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted loss per share since such

shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.

The Company has not considered the effect

of rights that convert into 276,000 ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted

loss per share, since the conversion of the rights into ordinary is contingent upon the occurrence of future events.

Warrant Liabilities

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis