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Item 5. Market for Registrant’s Common Equity

2022-03-25 compared with 2021-03-30 · 111 added, 324 removed, 1 unchanged (100% of the section changed)

MARKET FOR REGISTRANT’S

COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units are currently traded

on The Nasdaq Capital Market under the symbol “VENAU”

and started trading on The Nasdaq Capital Market in February 11, 2021.

The ordinary shares, warrants, and rights have not been split from our units and have not commenced separate trading as of the filing

of this Report on Form 10-K.

Upon the date of the split from the units and commencement of separate trading, the symbols for our ordinary

shares, warrants and rights will be “VENA”, “VENAW”

and “VENAR”

respectively.

Holders of Record

We had no securities other

than ordinary shares held by our Sponsor as of December 31, 2020.

At March 25, 2021, there were 4,825,000 of our units issued and outstanding

held by 2 holders of record.

Assuming the split from the

units, at March 25, 2021, there were 4,825,000 rights issued and outstanding held by 2 holders of record.

Assuming the split from the

units, at March 25, 2021, there were 4,825,000 warrants issued and outstanding held by 2 holders of record.

Assuming the split from the

units, at March 25, 2021, there were 6,050,000 ordinary shares issued and outstanding and 3 holders of record.

The number of record holders

was determined from the records of our transfer agent and does not include beneficial owners of any of our securities whose securities

are held in the names of various security brokers, dealers, and registered clearing agencies.

The transfer agent for our

units and ordinary shares and warrant agent for our warrants and the rights agent for our rights is Vstock Transfer LLC.

We have agreed

to indemnify Vstock Transfer LLC in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors,

officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed

or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith

of the indemnified person or entity.

We have not paid any cash

dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a business combination.

payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial

condition subsequent to completion of a business combination.

The payment of any cash dividends subsequent to a business combination

will be within the discretion of our Board of Directors at such time.

In addition, our Board of Directors is not currently contemplating

and does not anticipate declaring any share capitalizations in the foreseeable future, except if we increase the size of the offering,

in which case we will effect a share capitalization with respect to our ordinary shares immediately prior to the consummation of the

offering in such amount as to maintain the ownership of founder shares by our sponsor prior to this offering at 20% of our issued and

outstanding ordinary shares upon the consummation of this offering (assuming it does not purchase units in this offering and not taking

into account ownership of the private placement units).

Further, if we incur any indebtedness, our ability to declare dividends may be

limited by restrictive covenants we may agree to in connection therewith.

Sales of Unregistered Securities

In August 2019, our sponsor

purchased an aggregate of 1,150,000 founder shares, for an aggregate offering price of $25,000 at an average purchase price of approximately

$0.02 per share.

Such securities were issued in connection with our organization pursuant to the exemption from registration contained

in Section 4(a)(2) of the Securities Act.

Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.

In addition, at the time

of our IPO complete on February 11, 2021, our sponsor purchased an aggregate of 225,000 private placement units, at a price of $10.00

per unit for an aggregate purchase price of $2,250,000.

Each unit consists of one private placement ordinary share, one private placement

right granting the holder thereof the right to receive one-tenth (1/10) of an ordinary share upon the consummation of an business combination,

and one private placement warrant.

Each private placement warrant is exercisable to purchase one-half of one ordinary share at a price

of $11.50 per whole share, in a private placement that will close simultaneously with the closing of this offering.

These purchases will

take place on a private placement basis simultaneously with the completion of our public offering.

These issuance will be made pursuant

to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were

paid with respect to such sales.

Securities Authorized for Issuance Under Equity Compensation Plans

Use of Proceeds

On February 11, 2021, we

consummated our initial public offering 4,600,000 units, inclusive of the over-allotment option of Units.

Each Unit consists of one ordinary

share, par value $0.001 per share (“Share”), one warrant (“Warrant”) entitling its holder to purchase one-half

of one ordinary share at a price of $11.50 per ordinary share, and one right to receive one-tenth (1/10) of one ordinary share upon the

consummation of the Company’s initial business combination.

The Units were sold at an

offering price of $10.00 per Unit, generating gross proceeds of $46,600,000.

In addition, the Company

sold to Ladenburg Thalmann & Co., Inc., the lead bookrunner for the underwriting group, for $75, a total of 75,000 ordinary shares.

Simultaneously with the closing

of the IPO, the Company consummated the private placement (“Private Placement”) with its sponsor, Yolanda Management Corporation,

a British Virgin Islands company 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 Private Placement Unit Purchase Agreement, a copy of which was filed as

an exhibit to the Registration Statement for the IPO as filed with the Commission.

The sponsor has previously

loaned the Company the sum of $289,000, evidenced by a note dated as of December 20, 2020 (as previously filed as Exhibit 10.9 to the

Registration Statement) which loan was payable upon the earlier of completion of the IPO or December 31, 2021.

In connection with the

completion of the IPO, the Sponsor instructed the Company to offset payment of the note with a corresponding portion of the subscription

price for the Private Unit purchase.

Each Private Unit purchased

by the Sponsor consists of one ordinary share, one right to receive one-tenth (1/10) of an ordinary share upon the consummation of a

business combination and one private placement warrant exercisable to purchase one-half of one ordinary share at a price of $11.50 per

As of February 18, 2021,

a total of $46,460,000 of the net proceeds from the IPO and the Private Placement Unit Purchase Agreement transaction completed with

the Sponsor (as described in Item 3.02 below), Yolanda Management Corporation, were deposited in a trust account established for the

benefit of the Company’s public shareholders, established with Wilmington Trust, National Association acting as trustee, at an

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

units are currently traded on The Nasdaq Capital Market under the symbol “VENAU” and started trading on The Nasdaq Capital

Market on February 11, 2021.

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.

At March 21, 2022, there were

354,743 of our units issued and outstanding held by 2 holders of record.

At March 21, 2022, there were

4,825,000 rights issued and outstanding held by 2 holders of record (assuming all the units were separated into their component parts on such date).

At March 21, 2022, there were

4,825,000 warrants issued and outstanding held by 2 holders of record (assuming all the units were separated into their component parts on such date).

At March 21, 2022, there were

6,050,000 ordinary shares issued and outstanding and 3 holders of record (assuming all the units were separated into their component parts on such date).

number of record holders was determined from the records of our transfer agent and does not include beneficial owners of any of our securities

whose securities are held in the names of various security brokers, dealers, and registered clearing agencies.

transfer agent for our units and ordinary shares and warrant agent for our warrants and the rights agent for our rights is Vstock Transfer

We have agreed to indemnify Vstock Transfer LLC in its roles as transfer agent and warrant agent, its agents and each of its shareholders,

directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out

of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct

or bad faith of the indemnified person or entity.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a

business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements

and general financial condition subsequent to completion of a business combination.

The payment of any cash dividends subsequent to a

business combination will be within the discretion of our Board of Directors at such time.

In addition, our Board of Directors is not

currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable future, except if we increase

the size of the offering, in which case we will effect a share capitalization with respect to our ordinary shares immediately prior to

the consummation of the offering in such amount as to maintain the ownership of founder shares by our sponsor prior to the IPO at 20%

of our issued and outstanding ordinary shares upon the consummation of the IPO (assuming it does not purchase units in the IPO and not

taking into account ownership of the Private Units).

Further, if we incur any indebtedness, our ability to declare dividends

may be limited by restrictive covenants we may agree to in connection therewith.

of Unregistered Securities

August 2019, our sponsor purchased an aggregate of 1,150,000 founder shares, for an aggregate offering price of $25,000 at an average

purchase price of approximately $0.02 per share.

Such securities were issued in connection with our organization pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act.

Our sponsor is an accredited investor for purposes of Rule 501

of Regulation D.

addition, at the time of our IPO complete on February 11, 2021, our sponsor purchased an aggregate of 225,000 Private Units,

at a price of $10.00 per unit for an aggregate purchase price of $2,250,000.

Each unit consists of one private placement ordinary share,

one private placement right granting the holder thereof the right to receive one-tenth (1/10) of an ordinary share upon the consummation

of a business combination, and one private placement warrant.

Each private placement warrant is exercisable to purchase one-half of one

ordinary share at a price of $11.50 per whole share, in a private placement that will close simultaneously with the closing of the IPO.

These purchases will take place on a private placement basis simultaneously with the completion of our public offering.

These issuance

will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts

or commissions were paid with respect to such sales.

Authorized for Issuance Under Equity Compensation Plans

February 11, 2021, we consummated our initial public offering 4,600,000 units, inclusive of the over-allotment option of Units.

Unit consists of one ordinary share, par value $0.001 per share, one Warrant entitling its holder to purchase one-half of one ordinary

share at a price of $11.50 per ordinary share, and one right to receive one-tenth (1/10) of one ordinary share upon the consummation

of the Company’s initial business combination.

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

addition, the Company sold to Ladenburg Thalmann & Co., Inc., the lead bookrunner for the underwriting group, for $75, a total of

75,000 ordinary shares.

Simultaneously

with the closing of the IPO, the Company consummated the Private Placement with its sponsor, Yolanda Management Corporation, a British

Virgin Islands company for the purchase of 225,000 Private Units at a price of $10.00 per Private Unit, generating total proceeds of

$2,250,000, pursuant to the Private Placement Unit Purchase Agreement, a copy of which was filed as an exhibit to the Registration Statement

for the IPO as filed with the Commission.

sponsor had previously loaned the Company the sum of $289,000, evidenced by a note dated as of December 20, 2020 (as previously filed

as Exhibit 10.9 to the Registration Statement) which loan was payable upon the earlier of completion of the IPO or December 31, 2021.

In connection with the completion of the IPO, the Sponsor instructed the Company to offset payment of the note with a corresponding portion

of the subscription price for the Private Unit purchase.

Private Unit purchased by the Sponsor consists of one ordinary share, one right to receive one-tenth (1/10) of an ordinary share upon

the consummation of a business combination and one private placement warrant exercisable to purchase one-half of one ordinary share at

a price of $11.50 per whole share.

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, established with Wilmington Trust, National Association acting as trustee, at an

account at Morgan Stanley.

The Company incurred transaction

costs for its IPO of $2,462,765, consisting of $805,000 of underwriting fees, $1,150,000 of deferred underwriting fees and $507,765 of

other offering costs.

In addition, at February 11, 2021, cash of $5,355 and cash held in escrow of $1,960,956 were held outside of the

Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes net with $1,339,925

transferred to Trust Account on February 18, 2021.

The Company repaid the sum of $289,000 to its sponsor in repayment of loans previously

made by the sponsor.

The funds held in trust has

been invested only in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company

Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the

Investment Company Act which invest only in direct U.S.

government treasury obligations, so that we are not deemed to be an investment

company under the Investment Company Act.

Except with respect to interest earned on the funds held in the trust account that may be released

to us to pay our income or other tax obligations, the proceeds will not be released from the trust account until the earlier of the completion

of a business combination or our redemption of 100% of the outstanding public shares if we have not completed a business combination

in the required time period.

The proceeds held in the trust account may be used as consideration to pay the sellers of a target business

with which we complete a business combination.

Any amounts not paid as consideration to the sellers of the target business may be used

to finance operations of the target business.

Officers, directors and founders

will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying

potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling

to and from the offices, plants or similar locations of prospective target businesses to examine their operations.

Our audit committee

will review and approve all reimbursements and payments made to our founders, officers, directors or our or their respective affiliates,

with any interested director abstaining from such review and approval.

There is no limit on the amount of such expenses reimbursable

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

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

Since the role of present management after a business

combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination.

The net proceeds from our

IPO available to us out of trust for our working capital requirements in searching for a business combination and for working capital

requirements are approximately $413,075.

We intend to use the proceeds for legal, accounting and other expenses of structuring and negotiating

business combinations, due diligence of prospective target businesses, legal and accounting fees related to SEC reporting obligations,

our monthly office rent, as well as for reimbursement of any out-of-pocket expenses incurred by our founders, officers and directors

in connection with activities on our behalf as described above.

SELECTED FINANCIAL DATA

We are a “smaller reporting

company”

as defined by Regulation S-K and as such, are not required to provide the information contained in this item pursuant

to Regulation S-K.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

All statements other than

statements of historical fact included in this Form 10-K including, without limitation, statements under “Management’s Discussion

and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business strategy

and the plans and objectives of management for future operations, are forward-looking statements.

When used in this Form 10-K, words

such as “anticipate,”

“believe,”

“estimate,”

“expect,”

“intend”

expressions, as they relate to us or the Company’s management, identify forward-looking statements.

Such forward-looking statements

are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed

in our filings with the SEC.

The following discussion

and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the

notes thereto contained elsewhere in this Report.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements that involve risks and uncertainties.

We are a blank check

company incorporated on May 14, 2018 in the Cayman Islands with limited liability (meaning our shareholders have no liability, as members

of the Company, for the liabilities of the Company over and above the amount already paid for their shares) formed for the purpose of

acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets

of, or engaging in any other similar Business Combination with one or more businesses or entities.

We intend to effectuate our Business

Combination using cash from the proceeds of our Initial Public Offering and the sale of the Private Units that occurred simultaneously

with the completion of our Initial Public Offering, our shares, debt or a combination of cash, shares and debt.

issuance of additional shares in a Business Combination:

may significantly dilute the equity interest of investors who

would not have pre-emption rights in

respect of any such issue;

subordinate the rights of holders of ordinary shares if the rights, preferences, designations and limitations attaching to the preferred

shares are created by amendment of our memorandum and articles of association by resolution of the board of directors and preferred

shares are issued with rights senior to those afforded our ordinary shares；

cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability

to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and

have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person

seeking to obtain control of us;

adversely affect prevailing market prices for our ordinary shares.

if we issue debt securities or otherwise incur significant indebtedness, it could result in:

and foreclosure on our assets if our operating revenues after our initial Business Combination are insufficient to repay our debt

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if any document governing such debt contains covenants restricting our ability

to obtain such financing while the debt security is outstanding;

inability to pay dividends on our ordinary shares;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution

of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We expect to continue to incur significant

costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities from inception through December 31, 2020 were organizational activities, those necessary

to prepare for the Initial Public Offering, described below, and identifying a target business for a Business Combination.

expect to generate any operating revenues until after the completion of our Business Combination.

We generate non-operating income in

the form of interest income on marketable securities held after the Initial Public Offering.

We are incurring expenses as a result of being

a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection

with completing a Business Combination.

For the year ended December 31, 2020, we had

a net loss of $117,787, which consists of formation and operating costs of $117,787.

For the year ended December 31, 2019, we had

a net loss of $4,975, which consists of formation and operating costs of $4,975.

Liquidity and Capital Resources

On February 11, 2021, we consummated the Initial

Public Offering of 4,600,000 Units at a price of $10.00 per Unit, generating gross proceeds of $46,000,000.

Simultaneously with the closing

of the Initial Public Offering, we consummated the sale of 225,000 Private Units to the sponsor and the underwriter at a price of $10.00

per unit, generating gross proceeds of $2,250,000.

Following the Initial Public Offering and the

sale of the Private Units, a total of $45,120,075 was placed in the Trust Account and we had $1,339,925 of cash held outside of the Trust

Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes.

On February 18, 2021,

we transferred $1,339,925 of such amount to the trust account.

We incurred $2,462,765 in transaction costs, including $805,000 of underwriting

fees, $1,150,000 of deferred underwriting fees and $507,765 of offering costs.

For the year ended December 31, 2020, cash used

in operating activities was $77,815, consisting primarily of a net loss of $117,787.

Changes in our operating assets and liabilities

provided cash of $39,972.

For the year ended December 31, 2019, cash used

in operating activities was $4,975, consisting primarily of net loss of $4,975.

At December 31, 2020, we had cash of $239 held

outside the Trust Account.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate prospective acquisition

candidates, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations

of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target

business to acquire and structure, negotiate and consummate a Business Combination.

We issued an unsecured promissory note to our

sponsor in the aggregate amount of $450,000.

The notes do not bear interest and matured on February 11, 2021.

As of December 31, 2020,

the outstanding balance under the notes amounted to an aggregate of $228,483.

Other than as described above, in order to fund

working capital deficiencies or finance transaction costs in connection with a Business Combination, our sponsor or an affiliate of our

sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete a Business

Combination, we would repay such loaned amounts.

In the event that a 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.

Up to $1,500,000 of such loans may be convertible into Private Units, at a price of $10.00 per unit at the option of

We do not believe we will need to raise additional

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

However, if our estimate of undertaking in-depth due diligence

and negotiating a Business Combination is less than the actual amount necessary to do so, we may have insufficient funds available to

operate our business prior to our Business Combination.

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

Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business

Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

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

Following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order

to meet our obligations.

Off-balance sheet financing arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of December 31, 2020.

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities other than an agreement to pay an affiliate of a member of our sponsor

a monthly fee of $10,000 for office space, utilities and administrative support provided to the Company.

We began incurring these fees

on February 8, 2021 and will continue to incur these fees monthly until the earlier of the completion of the business combination and

the Company’s liquidation.

In addition, we have an agreement to pay the

underwriters a deferred fee of two and one-half percent (2.5%) of the gross proceeds of the Initial Public Offering, or $1,000,000.

to the agreement we have with the underwriter, we will have the right to pay up to $400,000 of such amount to other advisors retained

by us to assist us in connection with a Business Combination;

provided, however, that we may, in its sole discretion, apply such 1.0%

fee to other deal expenses instead.

Critical Accounting Policies

The preparation of financial statements and related

disclosures in conformity with accounting principles generally accepted in the United States of America 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.

We have identified the following critical accounting policies:

Ordinary shares subject to redemption

We account for our ordinary shares subject to

possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “

Distinguishing

Liabilities from Equity .”

Ordinary shares subject to mandatory redemption are classified as a liability instrument and are

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 our control) are

classified as temporary equity.

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

Our ordinary shares

feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’

equity section of our balance sheets.

Net loss per ordinary share

We apply the two-class method in calculating

earnings per share.

Ordinary shares subject to possible redemption which are not currently redeemable and are not redeemable at fair

value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate

in their pro rata share of the Trust Account earnings.

Our net loss is adjusted for the portion of income that is attributable to ordinary

shares subject to redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.

Recent accounting pronouncements

Management does not believe that any other recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Company incurred transaction costs for its IPO of $2,462,765, consisting of $805,000 of underwriting fees, $1,150,000 of deferred underwriting

fees and $507,765 of other offering costs.

In addition, at February 11, 2021, cash of $5,355 and cash held in escrow of $1,960,956 were

held outside of the Trust Account (as defined below) and was available for the payment of offering costs and for working capital purposes

net with $1,339,925 transferred to Trust Account on February 18, 2021.

funds held in trust has been invested only in United States “government securities” within the meaning of Section 2(a)(16)

of the Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, so that we are not deemed

to be an investment company under the Investment Company Act.

Except with respect to interest earned on the funds held in the trust account

that may be released to us to pay our income or other tax obligations, the proceeds will not be released from the trust account until

the earlier of the completion of a business combination or our redemption of 100% of the outstanding public shares if we have not completed

a business combination in the required time period.

The proceeds held in the trust account may be used as consideration to pay the sellers

of a target business with which we complete a business combination.

Any amounts not paid as consideration to the sellers of the target

business may be used to finance operations of the target business.

directors and founders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our

behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business

combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their

Our audit committee will review and approve all reimbursements and payments made to our founders, officers, directors or

our or their respective affiliates, with any interested director abstaining from such review and approval.

There is no limit on the amount

of such expenses reimbursable by us;

provided, however, that to the extent such expenses exceed the available proceeds not deposited

in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

Since the role

of present management after a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid

to those persons after a business combination.

net proceeds from our IPO available to us out of trust for our working capital requirements in searching for a business combination and

for working capital requirements are currently approximately $32,090.

We intend to use the proceeds for legal, accounting and other expenses

of structuring and negotiating business combinations, due diligence of prospective target businesses, legal and accounting fees related

to SEC reporting obligations, our monthly office rent, as well as for reimbursement of any out-of-pocket expenses incurred by our founders,

officers and directors in connection with activities on our behalf as described above.

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 5. Market for Registrant’s Common Equity