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Item 1. Business

2022-03-25 compared with 2021-03-30 · 438 added, 433 removed, 48 unchanged (95% of the section changed)

Company Profile

Venus Acquisition Corporation

was formed on May 14, 2018 formed under the laws of the Cayman Islands, as a blank check company for the purpose of engaging in a merger,

share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or

more target businesses or entities.

Our efforts to identify a prospective target business will not be limited to a particular industry

or geographic region, although we intend to focus on businesses that have a connection to the Asian market.

We believe that we will add

value to these businesses primarily by providing them with access to the U.S.

Acquisition Corporation (“Company”) was formed on May 14, 2018 formed under the laws of the Cayman Islands, as a blank check

company for the purpose of engaging in a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization

or other similar business combination, with one or more target businesses or entities.

Our efforts to identify a prospective target business

will not be limited to a particular industry or geographic region, although we intend to focus on businesses that have a connection to

the Asian market.

We believe that we will add value to these businesses primarily by providing them with access to the U.S.

capital markets.

On February 11, 2021, we

consummated our initial public offering (“IPO”) of 4,600,000 units (the “Units”), inclusive of the over-allotment

option of 600,000 Units.

Each unit consisted of one ordinary share, par value $0.001, one redeemable warrant, and one right to receive

one-tenth (1/10) of an ordinary share upon consummation of a business combination.

The Company’s Registration Statement on Form

S-1 was declared effective by the SEC on February 8, 2021.

Ladenburg Thalmann & Co., Inc., acted as lead bookrunner for the IPO.

February 11, 2021, we consummated our initial public offering (“IPO”) of 4,600,000 units (the “Units”), inclusive

of the over-allotment option of 600,000 Units.

Each unit consisted of one ordinary share, par value $0.001, one redeemable warrant, and

one right to receive one-tenth (1/10) of an ordinary share upon consummation of a business combination.

The Company’s Registration

Statement on Form S-1 was declared effective by the SEC on February 8, 2021.

Ladenburg Thalmann & Co., Inc., acted as lead bookrunner

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

In August 2019, our sponsor,

Yolanda Management Corporation (“sponsor”), purchased an aggregate of 1,150,000 founder shares for an aggregate purchase price

of $25,000, or approximately $0.02 per share.

Simultaneously with the closing of the IPO, the Company consummated a private placement

(“Private Placement”) with its sponsor, , for the purchase of 225,000 units (the “Private Units”) at a price of

$10.00 per Private Unit, generating total proceeds of $2,250,000, pursuant to the subscription agreement with the Company.

the Company sold to Ladenburg Thalmann & Co., Inc., for $75, a total of 75,000 Shares.

As of February 11, 2021,

a total of $46,460,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the

benefit of the Company’s public shareholders.

As a result of the IPO, the

Private Placement and sale of units to our underwriter, assuming the units were split into its component parts, we had:

(i) 4,825,000

units, (ii) 6,050,000 ordinary shares, (iii) 4,825,000 rights to acquire an aggregate of 482,500 ordinary shares:

and (iv) 4,825,000 warrants

to acquire 2,412,500 ordinary shares issued and outstanding as of February 11, 2021.

August 2019, our sponsor, Yolanda Management Corporation (“Sponsor”), purchased an aggregate of 1,150,000 founder shares

for an aggregate purchase price of $25,000, or approximately $0.02 per share.

Simultaneously with the closing of the IPO, the Company

consummated a private placement (“Private Placement”) with its sponsor, for the purchase of 225,000 units (the “Private

Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,250,000, pursuant to the subscription agreement

with the Company.

In addition, the Company sold to Ladenburg Thalmann & Co., Inc., for $75, a total of 75,000 Shares.

of February 11, 2021, a total of $46,460,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account

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

a result of the IPO, the Private Placement and sale of shares to our underwriter, assuming the units were separated into their

component parts, we had:

(i) 4,825,000 units, (ii) 6,050,000 ordinary shares, (iii) 4,825,000 rights to acquire an aggregate of

482,500 ordinary shares:

and (iv) 4,825,000 warrants to acquire 2,412,500 ordinary shares issued and outstanding as of February 11,

We have not issued any securities since such date.

Prior to the IPO, there had

been no public market for our units, ordinary shares, rights or warrants.

Our units, are listed for trading on the NASDAQ Capital Market,

or NASDAQ, under the symbol “VENAU”.

The ordinary shares, rights and warrants comprising the units will begin separate trading

on the 52nd day following the date of the IPO prospectus unless Ladenburg Thalmann & Co.

Inc., the representative of the underwriters

of our IPO, informs us of its decision to allow earlier separate trading.

Once the securities comprising the units begin separate trading,

the ordinary shares, rights and warrants will be traded on NASDAQ under the symbols “VENA,”

“VENAR”

and “VENAW,”

to the IPO, there had been no public market for our units, ordinary shares, rights or warrants.

Our units are listed for trading on the

NASDAQ Capital Market, or NASDAQ, under the symbol “VENAU”.

The ordinary shares, rights and warrants comprising the units

began separate trading on April 13, 2021 and are traded on NASDAQ under the symbols “VENA,” “VENAR” and “VENAW,”

respectively.

1 unchanged sentence

a filing company under the Securities and exchange Act of 1934, as amended until February 8, 2021.

Since our IPO, our sole business

Since our IPO and until our execution

of the merger agreement with VIYI Algorithm Inc., Venus Merger Sub Corp., and WiMi Hologram Cloud, Inc.

in June 2021, our sole business

activity has been identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with

potential target entities.

To date we have not entered into any binding agreement with any target entity.

We presently have no revenue

and have had losses since inception from incurring formation and operating costs since completion of our IPO.

Management Business Combination Experience

We will seek to capitalize

on the strength of our management team.

Thereafter, our business activities have also included the preparation of a registration statement and proxy

statement in connection with seeking stockholder approval of the proposed business combination with VIYI Algorithm, Inc.

and WiMi Hologram

(the “Business Combination”).

We presently have no revenue and have had losses since inception from incurring

formation and operating costs since completion of our IPO.

Other than as specifically discussed, this report does not assume the closing

of the Business Combination.

Combination with VIYI and WiMi

June 10, 2021, we, VIYI Algorithm Inc., a Cayman Islands exempted company (“VIYI”), Venus Merger Sub Corp., a Cayman Islands

exempted company and wholly-owned subsidiary of us (the “Merger Sub”) and WiMi Hologram Cloud Inc., (“WiMi”),

entered into a Merger Agreement (the “Merger Agreement”).

WiMi (NASDAQ:

WIMI) holds approximately 73% of the share capital

We may use the term “New Venus” in this report to refer to our Company after giving effect to the consummation of

the Business Combination.

to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Cayman Islands

Companies Act (as revised), the parties intend to effect a business combination transaction whereby the Merger Sub will merge with and

into VIYI, with VIYI being the surviving entity and becoming a wholly owned subsidiary of us on the terms and subject to the conditions

set forth in the Merger Agreement and simultaneously with the closing we will change our name to “MicroAlgo Inc.”

Board of Directors of both us and VIYI and the stockholders of VIYI have approved the Merger Agreement and the transactions contemplated

to the Merger Agreement, the merger is structured as a stock for stock transaction and is intended to be qualified as a tax-free

reorganization.

The terms of the merger provide for a valuation of VIYI and its subsidiaries and businesses of $400,000,000.

upon a per share value of $10.10 per share, the VIYI stockholders will receive approximately 39,600,000 ordinary shares of us which

will represent approximately 85% of the combined outstanding shares following the closing, assuming no redemptions by our

stockholders and assuming conversion of our outstanding rights into 485,000 ordinary shares.

Currently, there are

6,050,000 ordinary shares of the us issued and outstanding (including 4,600,000 ordinary shares subject to possible

redemption) (assuming all the units were separated into their component parts on such date).

the effective time of the Merger Agreement, all outstanding options and other convertible securities of VIYI will be cancelled or converted

into ordinary shares of VIYI and exchanged for our ordinary shares as part of the consideration described above.

contemplated by and as a condition of the Merger Agreement, we entered into a backstop agreement with Ever Abundant Investments

Limited, dated as of June 10, 2021.

On January 24, 2022, we agreed with Ever Abundant Investments Limited to terminate the backstop

addition, on January 24, 2022, we entered into an amendment to the Merger Agreement with VIYI and WiMi.

The purposes of the amendment

extend the outside termination date of the proposed merger to June 30, 2022;

provide for the termination of the original backstop agreement and the execution of the new backstop agreement with the majority shareholder

acknowledge the existence of new potential governmental approvals required under recent changes in China law.

to the amendment to the Merger Agreement, on January 24, 2022, we entered into a backstop agreement with WiMi.

Under the new agreement,

WiMi agreed to purchase (i) ordinary shares in open market transactions in connection with any tendered or proposed redemptions, and

(ii) from us ordinary shares in a private placement transaction exempt from registration under the Securities Act of 1933, as amended.

Any purchases, either from our shareholders seeking to redeem ordinary shares, or from us are limited to up to $15 million in gross amount.

WiMi has agreed that any ordinary shares acquired by it will not be subject to redemption under our corporate organizational documents

and also waived any claims against our Trust Account.

of the transactions contemplated by the Merger Agreement are subject to customary conditions of the respective parties, including the

approval of the Merger Agreement by our shareholders, and minimum net tangible assets immediately after the closing.

Other than as specifically

discussed, this report does not assume the closing of the business combination with VIYI.

February 11, 2022, we elected to extend the date by which we are required to complete a business combination to March 11, 2022 and

deposited $153,333 into our trust account.

On February 11, 2022, we issued an unsecured promissory note, each in an amount of $153,333 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 March 11, 2022.

The note is non-interest bearing and payable upon the closing of a business combination.

In addition, the note may be converted, at the lender's discretion, into additional Private Units at a price of $10.00 per unit.

On March 11, 2022, we elected to further extend the date by which we are required to

complete a business combination to April 11, 2022 and deposited $153,333 into our trust account.

We plan to further deposit

extension fee monthly to effect the automatic monthly extension as necessary in order to complete the business combination

Business Combination Experience

will seek to capitalize on the strength of our management team.

Our team consists of experienced professionals and senior operating executives.

Collectively,

our officers and directors have decades of experience in mergers and acquisitions, and operating companies, in Asia.

We believe we will

benefit from their accomplishments, and specifically their current and recent activities with companies that have a connection to the

Asian market, in identifying attractive acquisition opportunities.

However, there is no assurance that we will complete a business combination.

Yanming Liu served as chairman and chief executive officer, and River Chi served as chief financial officer, Yu Chen and Shan Cui served

as independent directors of Greenland Acquisition Corporation, or Greenland, a “blank check”

company that acquired Zhongchai

Holding (Hong Kong) Limited, or Zhongchai, in October 2019.

Business Strategy

Our efforts in identifying

prospective target businesses will not be limited to a particular geographic region, although we intend to focus on businesses that have

a connection to the Asian market.

We believe that we will add value to these businesses primarily by providing them with access to the

Collectively, our officers and directors have decades of experience in mergers and acquisitions, and operating companies, in Asia.

believe we will benefit from their accomplishments, and specifically their current and recent activities with companies that have a connection

to the Asian market, in identifying attractive acquisition opportunities.

However, there is no assurance that we will complete a business

Previously, Yanming Liu served as chairman and chief executive officer, and River Chi served as chief financial officer,

Yu Chen and Shan Cui served as independent directors of Greenland Acquisition Corporation, or Greenland, a “blank check”

company that acquired Zhongchai Holding (Hong Kong) Limited, or Zhongchai, in October 2019.

efforts in identifying prospective target businesses will not be limited to a particular geographic region, although we intend to focus

on businesses that have a connection to the Asian market.

We believe that we will add value to these businesses primarily by providing

them with access to the U.S.

capital markets.

Acquisition Criteria

Our management team intends to focus on creating

shareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of

operations while implementing strategies to scale revenue organically and/or through acquisitions.

We have identified the following general

criteria and guidelines, which we believe are important in evaluating prospective target businesses.

While we intend to use these criteria

and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to

management team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing

of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions.

We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses.

While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines

should we see justification to do so.

Middle-Market Growth

We will primarily seek to acquire one or more growth

businesses with a total enterprise value of between $150,000,000 and $250,000,000.

that there are a substantial number of potential target businesses within this valuation

range that can benefit from new capital for scalable operations to yield significant revenue

and earnings growth.

We currently do not intend to acquire either a start-up company

(a company that has not yet established commercial operations) or a company with negative

We will primarily seek to acquire one or more growth businesses with a total enterprise

value of between $150,000,000 and $250,000,000.

We believe that there are a substantial number of potential target businesses within

this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth.

We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations)

or a company with negative cash flow.

in Business Segments that are Strategically Significant to the Asian Markets.

will seek to acquire those businesses that are currently strategically significant in the

Asian markets.

We will seek to acquire

those businesses that are currently strategically significant in the Asian markets.

Such sectors include:

Internet and high technology, financial technology (including

technology applied in financial services or used to help companies manage the financial aspects

of their business), clean energy, health care, consumer and retail, energy and resources,

food processing, manufacturing and education.

Internet and high technology,

financial technology (including technology applied in financial services or used to help companies manage the financial aspects of

their business), clean energy, health care, consumer and retail, energy and resources, food processing, manufacturing and education.

with Revenue and Earnings Growth Potential.

We will seek to

acquire one or more businesses that have the potential for significant revenue and earnings

growth through a combination of both existing and new product development, increased production

capacity, expense reduction and synergistic follow-on acquisitions resulting in increased

operating leverage.

We will seek to acquire one or more businesses that have

the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased

production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

with Potential for Strong Free Cash Flow Generation.

seek to acquire one or more businesses that have the potential to generate strong, stable

and increasing free cash flow.

We intend to focus on one or more businesses that have predictable

revenue streams and definable low working capital and capital expenditure requirements.

may also seek to prudently leverage this cash flow in order to enhance shareholder value.

We will seek to acquire one or more businesses

that have the potential to generate strong, stable and increasing free cash flow.

We intend to focus on one or more businesses that

have predictable revenue streams and definable low working capital and capital expenditure requirements.

We may also seek to prudently

leverage this cash flow in order to enhance shareholder value.

from Being a Public Company.

We intend to only acquire a business

or businesses that will benefit from being publicly traded and which can effectively utilize

access to broader sources of capital and a public profile that are associated with being

a publicly traded company.

These criteria are not

intended to be exhaustive.

Any evaluation relating to the merits of a particular business combination may be based, to the extent relevant,

on these general guidelines as well as other considerations, factors and criteria that our sponsor and management team may deem relevant.

In the event that we decide to enter into an business combination with a target business that does not meet the above criteria and guidelines,

we will disclose that the target business does not meet the above criteria in our shareholder communications related to our business

combination, which, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the

United States Securities and Exchange Commission, or the SEC.

In evaluating a prospective target business, we expect to conduct a due

diligence review which may encompass, among other things, meetings with incumbent ownership, management and employees, document reviews,

interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be

made available to us.

Past performance is not

a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect

to any business combination we may consummate.

Stockholders should not rely on the historical record of our management’s performance

as indicative of our future performance.

Our Acquisition Process

Our management team has developed

a broad network of contacts and corporate relationships.

We believe that the network of contacts and relationships of our management

team and our sponsor will provide us with an important source of business combination opportunities.

In addition, we anticipate that

target business candidates will be brought to our attention from various unaffiliated sources, including investment banking firms, private

equity firms, consultants, accounting firms and business enterprises.

We are not prohibited from pursuing an business combination with

a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture

or other form of shared ownership with our sponsor, officers or directors.

Unless we complete our

business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the

target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent

firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm

that the price we are paying for a target is fair to our company from a financial point of view.

If no opinion is obtained, our shareholders

will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used

to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one

Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related

to our business combination.

Members of our management

team may directly or indirectly own our ordinary shares and/or private placement units following our IPO, and, accordingly, may have

a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our business

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business

combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any

agreement with respect to our business combination.

Each of our directors and

officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity.

Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an

acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he

or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and

only present it to us if such entity rejects the opportunity.

Our amended and restated memorandum and articles of association will provide

that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered

to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or

officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue.

We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would

materially undermine our ability to complete our business combination.

Effecting A Business Combination

We will have until 12 months

from the closing of our IPO (which occurred February 11, 2021) to consummate our business combination.

However, if we anticipate that

we may not be able to consummate our business combination within 12 months, we may, by resolution of our board if requested by our

sponsor, extend the period of time to consummate a business combination up to nine times, each by an additional one month (for a total

of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account

as set out below.

Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us,

Wilmington Trust Company and Vstock Transfer LLC, in order for the time available for us to consummate our business combination to be

extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into

the trust account $133,333, or $153,333 if the underwriters’

over-allotment option is exercised in full (approximately $0.033

per public share in either case), up to an aggregate of $1,200,000 (or $1,380,000 if the underwriters’

over-allotment option

is exercised in full), or $0.30 per public share (for an aggregate of 9 months), on or prior to the date of the applicable deadline,

for each extension.

In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us

to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline.

In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely

Our sponsor may extend the

time frame by the company to complete a business combination up to an additional nine (9) months to complete a business combination by

depositing the required amount of funds for each monthly extension.

Holders of our securities will not have to right to approve or disapprove

any such monthly extension.

Further, holders of our securities will not have the right to seek or obtain redemption in connection with

any extension of the time frame to complete a business combination.

We intend to only acquire a business or businesses that will benefit from being publicly traded

and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a

publicly traded company.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular business combination may be based,

to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our sponsor and management

team may deem relevant.

In the event that we decide to enter into an business combination with a target business that does not meet the

above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications

related to our business combination, which, would be in the form of proxy solicitation or tender offer materials, as applicable, that

we would file with the United States Securities and Exchange Commission, or the SEC.

In evaluating a prospective target business, we

expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent ownership, management and employees,

document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information

which will be made available to us.

performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii)

of success with respect to any business combination we may consummate.

Stockholders should not rely on the historical record of our management’s

performance as indicative of our future performance.

Acquisition Process

management team has developed a broad network of contacts and corporate relationships.

We believe that the network of contacts and relationships

of our management team and our sponsor will provide us with an important source of business combination opportunities.

In addition, we

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment banking

firms, private equity firms, consultants, accounting firms and business enterprises.

We are not prohibited from pursuing an business

combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through

a joint venture or other form of shared ownership with our sponsor, officers or directors.

we complete our business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market

value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another

independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting

firm that the price we are paying for a target is fair to our company from a financial point of view.

If no opinion is obtained, our

shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the

standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome

from one another.

Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable,

related to our business combination.

of our management team may directly or indirectly own our ordinary shares and/or Private Units following our IPO, and, accordingly,

may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate

our business combination.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular

business combination if the retention or resignation of any such officers and directors was included by a target business as a condition

to any agreement with respect to our business combination.

of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or

contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities

to such entity.

Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes

aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,

he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,

and only present it to us if such entity rejects the opportunity.

Our amended and restated memorandum and articles of association will

provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity

offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director

or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be

reasonable for us to pursue.

We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers

would materially undermine our ability to complete our business combination.

A Business Combination

our amended and restated memorandum and articles of association, we have 12 months from the closing of our IPO (which occurred

February 11, 2021) to consummate our business combination;

provided, however, if we anticipate that we may not be able to consummate

our business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of

time to consummate a business combination up to nine times, each by an additional one month (for a total of up to 21 months to

complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below.

February 11, 2022, we elected to extend the date by which we are required to complete a business combination to March 11, 2022 and

deposited $153,333 into our trust account.

On March 11, 2022, we elected to further extend the date by which we are required to

complete a business combination to April 11, 2022 and deposited $153,333 into our trust account.

to the terms of our memorandum and articles of association and the trust agreement entered into between us, Wilmington Trust Company

and Vstock Transfer LLC, in order for the time available for us to consummate our business combination to be extended, our sponsor or

its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $133,333,

or $153,333 if the underwriters’ over-allotment option is exercised in full (approximately $0.033 per public share in either

case), up to an aggregate of $1,200,000 (or $1,380,000 if the underwriters’ over-allotment option is exercised in full), or

$0.30 per public share (for an aggregate of 9 months), on or prior to the date of the applicable deadline, for each extension.

the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension,

we intend to issue a press release announcing such intention at least three days prior to the applicable deadline.

In addition, we intend

to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

of our securities will not have to right to approve or disapprove any such monthly extension.

Further, holders of our securities will

not have the right to seek or obtain redemption in connection with any extension of the time frame to complete a business combination.

Any such payments from our

sponsor to extend the time frame would be made in the form of a loan from our sponsor to the company.

The final and definitive terms

of the loan in connection with any such loans have not yet been negotiated, but any such loan would be interest free and not repaid unless

and until we complete a business combination.

If we complete our business combination, we would expect to repay such loaned amounts out

of the proceeds of the trust account released to us or from funds which may be raised in any subsequent capital financing transaction

which may be undertaken in connection with the completion of a business combination.

We will either (1) seek stockholder

approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares,

regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then

on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to

us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the

aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein.

The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders to sell their

shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing

of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval.

In the case of a

tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information

about the initial business combination as is required under the SEC’s proxy rules.

In either case, we will consummate our initial

business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek stockholder approval,

a majority of the outstanding shares of common stock voted are voted in favor of the business combination.

The NASDAQ rules require that

our business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least

80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time

of our signing a definitive agreement in connection with our business combination.

If our Board of Directors is not able to independently

determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking

firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent

accounting firm.

We do not intend to purchase multiple businesses in unrelated industries in conjunction with our business combination.

If we are delisted from NASDAQ prior to completion of the business combination, the NASDAQ 80% requirement would no longer be applicable.

We anticipate structuring

our business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of

the equity interests or assets of the target business or businesses.

We may, however, structure our business combination such that the

post-transaction company owns or acquires less than 100% of such interests or assets of the target business.

The determination of whether

or not to acquire less than 100% of the equity interests or assets will be dependent upon numerous factors, including satisfaction

certain objectives of the target management team or target’s shareholders, the costs of any such proposed acquisition or for other

For the extensions that we have

made, the loans are interest free and will not be repaid unless and until we complete a business combination.

For the extensions that

may be made in the future, the final and definitive terms of the loan in connection with any such loans have not yet been negotiated,

but any such loan would be interest free and not repaid unless and until we complete a business combination.

If we complete our business

combination, we would expect to repay such loaned amounts out of the proceeds of the trust account released to us or from funds which

may be raised in any subsequent capital financing transaction which may be undertaken in connection with the completion of a business

will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders

may seek to convert their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata

share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity

to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their

pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations

described herein.

The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders

to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors

such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval.

In the case of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and

other information about the initial business combination as is required under the SEC’s proxy rules.

In either case, we will consummate

our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek stockholder

approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination.

NASDAQ rules require that our business combination must be with one or more target businesses that together have an aggregate fair market

value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest

earned) at the time of our signing a definitive agreement in connection with our business combination.

If our Board of Directors is not

able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent

investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to

acquire or an independent accounting firm.

We do not intend to purchase multiple businesses in unrelated industries in conjunction with

our business combination.

If we are delisted from NASDAQ prior to completion of the business combination, the NASDAQ 80% requirement

would no longer be applicable.

anticipate structuring our business combination so that the post-transaction company in which our public shareholders own shares will

own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our business combination

such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business.

The determination

of whether or not to acquire less than 100% of the equity interests or assets will be dependent upon numerous factors, including satisfaction

certain objectives of the target management team or target’s shareholders, the costs of any such proposed acquisition or for other

reasons, many of which we cannot determine at this time and will be contingent upon negotiations with prospective targets.

18 unchanged sentences

be based on the aggregate value of all of the target businesses.

Status as a Public Company and Financial Considerations

We believe our structure

will make us an attractive business combination partner to target businesses.

As an existing public company, we offer a target business

an alternative to the traditional initial public offering through a merger or other business combination.

In this situation, the owners

of the target business would exchange their shares of stock in the target business for our shares of common stock or for a combination

of our shares of common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target

businesses might find this method a more certain and cost-effective method to becoming a public company than the typical initial public

In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts

that will likely not be present to the same extent in connection with a business combination with us.

Furthermore, once the business

combination is consummated, the target business will have effectively become public, whereas an initial public offering is always subject

to the underwriters’

ability to complete the offering, as well as general market conditions that could prevent the offering from

We believe the target business would then have greater access to capital and an additional means of providing management incentives

consistent with stockholders’

interests than it would have as a privately-held company.

It can offer further benefits by augmenting

a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our

status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations

in our status as a blank check company as a deterrent and may prefer to effect a business combination with a more established entity

or with a private company.

These inherent limitations include limitations on our available financial resources, which may be inferior

to those of other entities pursuing the acquisition of similar target businesses;

the requirement that we seek stockholder approval of

a business combination, which may delay the consummation of a transaction;

and the existence of our outstanding rights, which may represent

a source of future dilution.

With funds in the trust account

of $46,460,000 available to use for a business combination, we offer a target business a variety of options such as providing the owners

of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth

and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are able to consummate our

initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to

use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs

as a Public Company and Financial Considerations

believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company, we

offer a target business an alternative to the traditional initial public offering through a merger or other business combination.

this situation, the owners of the target business would exchange their shares of stock in the target business for our shares of common

stock or for a combination of our shares of common stock and cash, allowing us to tailor the consideration to the specific needs of the

We believe target businesses might find this method a more certain and cost-effective method to becoming a public company than

the typical initial public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, roadshow

and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us.

once the business combination is consummated, the target business will have effectively become public, whereas an initial public offering

is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent

the offering from occurring.

We believe the target business would then have greater access to capital and an additional means of providing

management incentives consistent with stockholders’ interests than it would have as a privately-held company.

It can offer further

benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view

the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a

more established entity or with a private company.

These inherent limitations include limitations on our available financial resources,

which may be inferior to those of other entities pursuing the acquisition of similar target businesses;

the requirement that we seek

stockholder approval of a business combination, which may delay the consummation of a transaction;

and the existence of our outstanding

rights, which may represent a source of future dilution.

funds in the trust account of $46,460,000 available to use for a business combination, we offer a target business a variety of options

such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital

for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are

able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we

have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business

to fit its needs and desires.

In connection with any potential acquisition, we may be required to obtain acquisition financing.

However, since we have

no specific business combination under consideration, we have not taken any steps to secure third party financing and there can be no

assurance that it will be available to us.

We may seek to raise additional funds through a private offering of debt or equity securities

in connection with the completion of our business combination, and we may effectuate our business combination using the proceeds of such

offering rather than using the amounts held in the trust account.

We chose our net tangible

asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as

However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital

closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial

business combination, we may need to have more than $5,000,001 in net tangible assets upon consummation and this may force us to seek

third party financing which may not be available on terms acceptable to us or at all.

As a result, we may not be able to consummate such

initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all.

stockholders may therefore have to wait up to 21 months from the closing of our IPO (February 11, 2021) in order to be able to receive

a pro rata share of the trust account.

Summary Information Related to Our Securities,

Redemption Rights and Liquidation

We are a Cayman Islands exempted

company and our affairs are governed by our amended and restated memorandum and articles of association, the Cayman Islands’

Law and common law of the Cayman Islands.

Pursuant to our amended and restated memorandum and articles of association are authorized

to issue 50,000,000 ordinary shares, $0.001 par value each.

The information provided below is a summary only and we refer you to our

prospectus dated as of March 8, 2021, our amended and restated memorandum and articles of association and our warrant agreement and rights

agreement with Vstock Transfer LLC as warrant and rights agent for additional important and material information.

since we have no specific business combination under consideration, we have not taken any steps to secure third party financing and there

can be no assurance that it will be available to us.

We may seek to raise additional funds through a private offering of debt or equity

securities in connection with the completion of our business combination, and we may effectuate our business combination using the proceeds

of such offering rather than using the amounts held in the trust account.

chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities

Act of 1933, as amended.

However, if we seek to consummate an initial business combination with a target business that imposes any type

of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation

of such initial business combination, we may need to have more than $5,000,001 in net tangible assets upon consummation and this may

force us to seek third party financing which may not be available on terms acceptable to us or at all.

As a result, we may not be able

to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period,

Public stockholders may therefore have to wait up to 21 months from the closing of our IPO (February 11, 2021) in order to

be able to receive a pro rata share of the trust account.

Information Related to Our Securities, Redemption Rights and Liquidation

are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association,

the Cayman Islands’ Companies Law and common law of the Cayman Islands.

Pursuant to our amended and restated memorandum and articles

of association are authorized to issue 50,000,000 ordinary shares, $0.001 par value each.

The information provided below is a summary

only and we refer you to our prospectus dated as of March 8, 2021, our amended and restated memorandum and articles of association and

our warrant agreement and rights agreement with Vstock Transfer LLC as warrant and rights agent for additional important and material

Upon completion of our IPO

and as of March 25, 2021, we had and have 6,050,000 ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled

to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required

Unless specified in the Companies Act, our amended and restated memorandum and articles of association or applicable stock exchange

rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our

shareholders.

Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to our amended and

restated memorandum and articles of association;

such actions include amending our amended and restated memorandum and articles of association

and approving a statutory merger or consolidation with another company.

Directors are elected for a term of two years.

There is no cumulative

voting with respect to the election of directors, with the result that the holders of more than 50% of the founder shares voted for the

election of directors can elect all of the directors.

Our shareholders are entitled to receive ratable dividends when, as and if declared

by the Board of Directors out of funds legally available therefor.

We will provide our public

shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our business combination at

a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior

to the consummation of our business combination, including interest (which interest shall be net of taxes payable) divided by the number

of then issued and outstanding public shares, subject to the limitations described herein.

The amount in the trust account is initially

anticipated to be approximately $10.10 per public share (subject to increase of up to an additional $0.30 per public share in the event

that our sponsor elects to extend the period of time to consummate a business combination.

The per-share amount we will distribute to

investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption

rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our business

If a shareholder vote is

not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended

and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file

tender offer documents with the SEC prior to completing our business combination.

Our amended and restated memorandum and articles of

association will require these tender offer documents to contain substantially the same financial and other information about the business

combination and the redemption rights as is required under the SEC’s proxy rules.

If, however, a shareholder approval of the transaction

is required by law, or we decide to obtain shareholder approval for business or other legal reasons, we will, like many blank check companies,

offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

If we seek shareholder approval, we will complete our business combination only if a majority of the issued and outstanding ordinary

shares voted are voted in favor of the business combination.

However, the participation of our sponsor, officers, directors or their

affiliates in privately-negotiated transactions, if any, could result in the approval of our business combination even if a majority

of our public shareholders vote, or indicate their intention to vote, against such business combination.

For purposes of seeking approval

of the majority of our issued and outstanding ordinary shares, non-votes will have no effect on the approval of our business combination

once a quorum is obtained.

We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice

of any such meeting, if required, at which a vote shall be taken to approve our business combination.

If we seek shareholder approval

of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer

rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate

of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under

Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the ordinary

shares sold in our IPO, which we refer to as the “Excess Shares.”

However, we would not be restricting our shareholders’

ability to vote all of their shares (including Excess Shares) for or against our business combination.

If we do not complete a business

combination within 12 months (or up to 21 months, as discussed below) from the closing of our IPO (completed on February 11, 2021), we

will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii)

and (iii) above) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable

In connection with our IPO

and consummation of the private placement with our sponsor we issued an aggregate of 4,825,000 rights to acquire an aggregate of 482,500

ordinary shares.

If we enter into a definitive agreement for a business combination in which we will be the surviving entity, each holder

of a right will receive one-tenth (1/10) of one ordinary share upon consummation of our business combination, even if the holder of such

right redeemed all ordinary shares held by him, her or it in connection with the business combination or an amendment to our memorandum

and articles of association with respect to our pre-business combination activities.

No additional consideration will be required to

be paid by a holder of rights in order to receive his, her or its additional ordinary shares upon consummation of an business combination

as the consideration related thereto has been included in the unit purchase price paid for by investors in our IPO.

The shares issuable

upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).

Holders of rights are not entitled

to any redemption of voting rights.

If we are unable to complete an business combination within the required time period and we liquidate

the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights, nor will they

receive any distribution from our assets held outside of the trust account with respect to such rights, and the rights will expire worthless.

In connection with our IPO

and consummation of the private placement with our sponsor we issued an aggregate of 4,825,000 warrants to acquire an aggregate of 4,825,000

ordinary shares.

The warrants purchased in our IPO have been issued in registered form under a warrant agreement between Vstock Transfer

LLC, as warrant agent, and us.

Each warrant entitles the registered holder to purchase one ordinary share at a price of $11.50 per share,

subject to adjustment as discussed below, at any time commencing on the later of 12 months from the date of this prospectus or the completion

of our business combination.

Because the warrants may only be exercised for whole numbers of shares, only an even number of warrants

may be exercised at any given time.

Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number

This means that only an even number of warrants may be exercised at any given time by a warrantholder.

The warrants will expire

five years after the completion of our business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated

to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless

a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a

prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration.

agreed that as soon as practicable, but in no event later than 15 business days after the closing of our business combination, we will

use our best efforts to file, and within 60 business days following our business combination to have declared effective, a registration

statement covering the ordinary shares issuable upon exercise of the warrants.

Once the warrants become

exercisable, we may call the warrants for redemption (excluding the private placement warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’

prior written notice of redemption

(the “30-day redemption period”) to each warrant holder;

if, and only if, the reported last sale price of the ordinary

shares equal or exceed $18.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations,

recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date

we send to the notice of redemption to the warrant holders.

If and when the warrants become

redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt from

registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.

Holders or f warrants are

not entitled to voting rights or any right to redemption in the event that we consummate a business combination.

Corporate Information

We are an “emerging

growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the

Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

As such, we are eligible to take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not “emerging growth companies”

but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act

and as of March 25, 2022, we had and have 6,050,000 ordinary shares issued and outstanding (assuming all the units were separated into their component parts on such

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and

vote together as a single class, except as required by law.

Unless specified in the Companies Act, our amended and restated memorandum

and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted

is required to approve any such matter voted on by our shareholders.

Approval of certain actions will require a special resolution under

Cayman Islands law and pursuant to our amended and restated memorandum and articles of association;

such actions include amending our

amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

are elected for a term of two years.

There is no cumulative voting with respect to the election of directors, with the result that the

holders of more than 50% of the founder shares voted for the election of directors can elect all of the directors.

Our shareholders are

entitled to receive ratable dividends when, as and if declared by the Board of Directors out of funds legally available therefor.

will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our

business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of

two business days prior to the consummation of our business combination, including interest (which interest shall be net of taxes payable)

divided by the number of then issued and outstanding public shares, subject to the limitations described herein.

The amount in the trust

account is initially anticipated to be approximately $10.10 per public share (subject to increase of up to an additional $0.30 per public

share in the event that our sponsor elects to extend the period of time to consummate a business combination.

The per-share amount we

will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay

to the underwriters.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed

to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with

the completion of our business combination.

a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will,

pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules

of the SEC, and file tender offer documents with the SEC prior to completing our business combination.

Our amended and restated memorandum

and articles of association will require these tender offer documents to contain substantially the same financial and other information

about the business combination and the redemption rights as is required under the SEC’s proxy rules.

If, however, a shareholder

approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, we will,

like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not

pursuant to the tender offer rules.

If we seek shareholder approval, we will complete our business combination only if a majority of

the issued and outstanding ordinary shares voted are voted in favor of the business combination.

However, the participation of our sponsor,

officers, directors or their affiliates in privately-negotiated transactions, if any, could result in the approval of our business combination

even if a majority of our public shareholders vote, or indicate their intention to vote, against such business combination.

of seeking approval of the majority of our issued and outstanding ordinary shares, non-votes will have no effect on the approval of our

business combination once a quorum is obtained.

We intend to give approximately 30 days (but not less than 10 days nor more than 60 days)

prior written notice of any such meeting, if required, at which a vote shall be taken to approve our business combination.

we seek shareholder approval of our business combination and we do not conduct redemptions in connection with our business combination

pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder,

together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate

of 15% of the ordinary shares sold in our IPO, which we refer to as the “Excess Shares.” However, we would not be restricting

our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.

we do not complete a business combination within 12 months (or up to 21 months, as discussed below) from the closing of our IPO (completed

on February 11, 2021), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,

subject (in the case of (ii) and (iii) above) to our obligations under Cayman Islands law to provide for claims of creditors and the

requirements of other applicable law.

connection with our IPO and consummation of the private placement with our sponsor we issued an aggregate of 4,825,000 rights to acquire

an aggregate of 482,500 ordinary shares.

If we enter into a definitive agreement for a business combination in which we will be the surviving

entity, each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of our business combination, even

if the holder of such right redeemed all ordinary shares held by him, her or it in connection with the business combination or an amendment

to our memorandum and articles of association with respect to our pre-business combination activities.

No additional consideration will

be required to be paid by a holder of rights in order to receive his, her or its additional ordinary shares upon consummation of a business

combination as the consideration related thereto has been included in the unit purchase price paid for by investors in our IPO.

issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).

Holders of rights are

not entitled to any redemption of voting rights.

If we are unable to complete an business combination within the required time period

and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights,

nor will they receive any distribution from our assets held outside of the trust account with respect to such rights, and the rights

will expire worthless.

connection with our IPO and consummation of the private placement with our sponsor we issued an aggregate of 4,825,000 warrants to acquire

an aggregate of 2,412,500 ordinary shares.

The warrants purchased in our IPO have been issued in registered form under a warrant agreement

between Vstock Transfer LLC, as warrant agent, and us.

Each warrant entitles the registered holder to purchase one ordinary share at

a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the date

of our IPO prospectus or the completion of our business combination.

Because the warrants may only be exercised for whole numbers of

shares, only an even number of warrants may be exercised at any given time.

Pursuant to the warrant agreement, a warrantholder may exercise

its warrants only for a whole number of shares.

This means that only an even number of warrants may be exercised at any given time by

a warrantholder.

The warrants will expire five years after the completion of our business combination, at 5:00 p.m., New York City time,

or earlier upon redemption or liquidation.

will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such

warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants

is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect

to registration.

We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our business

combination, we will use our best efforts to file, and within 60 business days following our business combination to have declared effective,

a registration statement covering the ordinary shares issuable upon exercise of the warrants.

the warrants become exercisable, we may call the warrants for redemption (excluding the private placement warrants):

whole and not in part;

a price of $0.01 per warrant;

not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

and only if, the reported last sale price of the ordinary shares equal or exceed $18.00 per share (as adjusted for share splits, share

capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading

day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.

and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the

warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration

or qualification.

of warrants are not entitled to voting rights or any right to redemption in the event that we consummate a business combination.

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

Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

As such, we are eligible to take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act

of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and

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there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107

of the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company”

can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our

IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated

filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior

June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during

the prior three-year period.

References herein to “emerging growth company”

shall have the meaning associated with it

in the JOBS Act.

We are a Cayman Islands

exempted company incorporated on May 14, 2018.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed

to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million

as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt

securities during the prior three-year period.

References herein to “emerging growth company” shall have the meaning

associated with it in the JOBS Act.

are a Cayman Islands exempted company incorporated on May 14, 2018.

Our executive offices are located at 477 Madison Avenue, 6 th Floor,

1 unchanged sentence

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

What changed 10-K

Item 1. Business