What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-02-14 compared with 2021-11-15 · 189 added, 187 removed, 162 unchanged (70% of the section changed)

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Special Note Regarding Forward-Looking Statements

This Quarterly Report

includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the

“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those

expected and projected.

All statements, other than statements of historical fact included in this Quarterly Report including,

without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of

Operations” regarding the Company’s financial position, business strategy and the plans are, objectives of management for

future operations are forward-looking statements.

Words such as

“expect,” “believe,” “anticipate,” “intend,” “estimate,”

“seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on

information currently available.

A number of factors could cause actual events, performance or results to differ materially from the

events, performance and results discussed in the forward-looking statements.

For information identifying important factors that

could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk

Factors section of the Company’s final prospectus filed with the U.S.

Securities and Exchange Commission (the

“SEC”) on October 28, 2021.

The Company’s securities filings can be accessed on the EDGAR section of the

SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention

or obligation to update or revise any forward-looking statements whether as a result of new information, future events or

This Quarterly Report includes

“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical

facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s

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

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek”

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

Such forward-looking statements

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

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed

in the forward-looking statements.

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

from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus

filed with the U.S.

Securities and Exchange Commission (the “SEC”) on October 28, 2021.

The Company’s securities filings

can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities

law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information,

future events or otherwise.

We are a blank check company incorporated

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reorganization or similar business combination with one or more businesses.

On October 29, 2021, the Company

consummated its IPO of 12,650,000 Units at $10.00 per unit, which included 1,650,000 Units issued pursuant to the full exercise by the

Underwriters of their over-allotment option, and the private sale of an aggregate of 519,500 Units to its sponsor and I-Bankers at a purchase

price of $10.00 per Private Placement Unit, generating gross proceeds of $5,195,000 to the Company that closed simultaneously with the

closing of the IPO.

The Company’s Units have been listed on the Nasdaq.

On October 29, 2021, we consummated our IPO of 12,650,000 Units at $10.00

per Unit, which included 1,650,000 Units issued pursuant to the full exercise by the Underwriters of their over-allotment option, and

the private sale of an aggregate of 519,500 Units to our Sponsor and I-Bankers at a purchase price of $10.00 per Private Placement Unit,

generating gross proceeds of $5,195,000 to us that closed simultaneously with the closing of the IPO.

Our securities have been listed

On December 2, 2021, our Units no longer traded, and shares of our Class A common stock and rights underlying the Units commenced

trading separately with the ticker symbols “DMAQ” and “DMAQR,” respectively.

This was a mandatory and automatic

separation, and no action was required by the holders of Units.

Each Unit consisted of one share of Class A common stock and one right

to receive one-tenth of one share of Class A common stock upon the consummation of our initial Business Combination.

In the separation,

Unit owners received shares of Class A common stock underlying their Units and rights underlying such Units.

Transaction costs amounted to

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of other offering costs.

Following the closing of the IPO,

cash of $764,101 was held outside of the Trust Account and is available for working capital purposes.

As of September 30, 2021, the Company

had available cash of $326,371 on its balance sheet and a working capital of $326,332.

We have not selected any specific

business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly,

with any business combination target.

We intend to effectuate our initial business combination using cash from the proceeds of the IPO

and the private placement of the private placement units, the proceeds of the sale of our shares in connection with our initial business

combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of

the IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or

a combination of the foregoing.

Following the closing of the

IPO, cash of $764,101 was held outside of the Trust Account and is available for working capital purposes.

As of December 31, 2021, the

Company had available cash of $977,197 on its balance sheet and a working capital of $832,727.

We intend to effectuate our initial Business Combination using cash from the

proceeds of the IPO and the private placement of the Private Placement Units, the proceeds of the sale of our shares in connection with

our initial Business Combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following

the consummation of the IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners

of the target, or a combination of the foregoing.

The issuance of additional shares

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As indicated in the accompanying

financial statements, at September 30, 2021 and March 31, 2021, we had cash of $326,371 and $500,067, respectively, and deferred offering

costs of $75,000 and $37,500, respectively.

financial statements, at December 31, 2021 and March 31, 2021, we had cash of $977,197 and $500,067, respectively, and prepaid expenses

of $376,530 and $37,500, respectively.

Further, we expect to continue to incur significant costs in the pursuit of our initial Business

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We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

Results of Operations

and Known Trends or Future Events

Results of Operations and Known Trends or

Future Events

We have neither engaged

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We expect our expenses to increase substantially after the closing of the IPO.

three months ended December 31, 2021, we had a net loss of $135,423, which consisted of operating costs of $137,605, offset by interest

earned on marketable securities held in the Trust Account of $2,182.

nine months ended December 31, 2021, we had a net loss of $230,696, which consisted of operating costs of $232,878, offset by interest

earned on marketable securities held in the Trust Account of $2,182.

Liquidity and Capital Resources

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doubt has been alleviated.

Our liquidity needs

have been satisfied prior to the completion of the IPO through a capital contribution from our initial stockholders of $50,000 for

the founder shares and up to $500,000 in loans available from our sponsor under an unsecured promissory note.

Pursuant to the full

exercise by the Underwriters of their over-allotment option, our net proceeds from (i) the sale of the units in the IPO, after

deducting offering expenses of approximately $500,000, underwriting commissions of $2,530,000, and (ii) the sale of the private

placement units for a purchase price of $5,195,000, was $128,665,000.

Of this amount, is held in the trust account.

The proceeds held in the trust account will be invested only in U.S.

government treasury obligations with a maturity of 185 days or

less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in

Our liquidity needs have been satisfied prior to the completion of the IPO

through a capital contribution from our initial stockholders of $50,000 for the Founder Shares and up to $500,000 in loans available from

our Sponsor under an unsecured promissory note.

Pursuant to the full exercise by the Underwriters of their over-allotment option, our

net proceeds from (i) the sale of the Units in the IPO, after deducting offering expenses of approximately $500,000, underwriting

commissions of $2,530,000, and (ii) the sale of the Private Placement Units for a purchase price of $5,195,000, was $128,665,000.

Of this amount, $127,765,000 was held in the Trust Account.

The proceeds held in the Trust Account were invested only in U.S.

treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under

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

government treasury obligations.

The remaining approximately $764,101 was not held in the trust account.

that our offering expenses exceed our estimate of $500,000, we may fund such excess with funds not to be held in the trust account.

In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount.

Conversely, in the event that the offering expenses are less than our estimate of $500,000, the amount of funds we intend to be held

outside the trust account would increase by a corresponding amount.

The remaining $764,101 was not held in the

Trust Account.

In the event that our offering expenses exceed our estimate of $500,000, we may fund such excess with funds not to be held

in the Trust Account.

In such case, the amount of funds we intend to be held outside the Trust Account would decrease by a corresponding

Conversely, in the event that the offering expenses are less than our estimate of $500,000, the amount of funds we intend to be

held outside the Trust Account would increase by a corresponding amount.

We intend to use substantially

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our growth strategies.

Prior to the completion

of our initial business combination, we will have available to us the approximately $764,101 of proceeds held outside the trust account.

We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel

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

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

In order to fund working

capital deficiencies or finance transaction costs in connection with an intended initial 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 our initial business combination, we would repay such loaned amounts.

In the event that our initial 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 working capital loans may be convertible

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

165,000 shares of Class A common stock if $1,500,000 of notes were so converted since the 150,000 rights included in such units would

result in the issuance of 15,000 shares upon the closing of our business combination), at the option of the lender.

Such units would be identical

to the private placement units.

The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors,

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

We do not expect to seek loans from parties

other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide

a waiver against any and all rights to seek access to funds in our trust account.

Prior to the completion of our initial Business Combination, we have available

to us the $764,101 of proceeds held outside the Trust Account.

We will use these funds to identify and evaluate target businesses, perform

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

businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and

structure, negotiate and complete an initial Business Combination.

In order to fund working capital deficiencies or finance transaction costs

in connection with an intended initial 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 our initial Business Combination, we would repay

such loaned amounts.

In the event that our initial 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.

$1,500,000 of such working capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit

(which, for example, would result in the holders being issued 165,000 shares of Class A common stock if $1,500,000 of notes were

so converted since the 150,000 rights included in such units would result in the issuance of 15,000 shares upon the closing of our Business

Combination), at the option of the lender.

Such units would be identical to the Private Placement Units.

The terms of such

working capital loans by our Sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written

agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor or an affiliate of our

Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek

access to funds in our Trust Account.

We expect our primary liquidity

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approximately $60,000 as fees to our Chief Financial Officer.

These amounts are

estimates and may differ materially from our actual expenses.

In addition, we could use a portion of the funds not being placed in

trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down

payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping”

around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular

proposed initial business combination, although we do not have any current intention to do so.

If we entered into an agreement where

we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a

“no-shop” provision would be determined based on the terms of the specific business combination and the amount of our

available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not

having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

These amounts are estimates

and may differ materially from our actual expenses.

In addition, we could use a portion of the funds not being placed in trust to pay

commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund

a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions

with other companies on terms more favorable to such target businesses) with respect to a particular proposed initial Business Combination,

although we do not have any current intention to do so.

If we entered into an agreement where we paid for the right to receive exclusivity

from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined

based on the terms of the specific Business Combination and the amount of our available funds at the time.

Our forfeiture of such funds

(whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting

due diligence with respect to, prospective target businesses.

We do not believe we will

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Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because

we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which

case we may issue additional securities or incur debt in connection with such business combination.

In addition, we intend to target businesses

larger than we could acquire with the net proceeds of the IPO and the sale of the private placement units, and may as a result be required

to seek additional financing to complete such proposed initial business combination.

Subject to compliance with applicable securities

laws, we would only complete such financing simultaneously with the completion of our initial business combination.

If we are unable to

complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations

and liquidate the trust account.

In addition, following our initial business combination, if cash on hand is insufficient, we may need

to obtain additional financing in order to meet our obligations.

we become obligated to redeem a significant number of our public shares upon completion of our initial Business Combination, in which case we may issue additional

securities or incur debt in connection with such Business Combination.

In addition, we intend to target businesses larger than we could

acquire with the net proceeds of the IPO and the sale of the Private Placement Units, and may as a result be required to seek additional

financing to complete

such proposed initial Business Combination.

Subject to compliance with applicable securities laws, we would only

complete such financing simultaneously with the completion of our initial Business Combination.

If we are unable to complete our initial

Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the

Trust Account.

In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations.

Controls and Procedures

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comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending March 31, 2022.

Only in the event

that we are deemed to be a large accelerated filer or an accelerated filer would we be required to comply with the independent registered

public accounting firm attestation requirement.

Further, for as long as we remain an emerging growth company as defined in the JOBS Act,

we intend 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 independent registered public accounting

Only in the event that

we are deemed to be a large accelerated filer or an accelerated filer would we be required to comply with the independent registered public

accounting firm attestation requirement.

Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend

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 independent registered public accounting

firm attestation requirement.

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documentation of accounting policies and procedures.

Because it will take time,

management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory

requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting

responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls.

Doing so effectively

may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Because it will take time, management involvement and perhaps outside

resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations

for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly

in the areas of designing, enhancing, or remediating internal and disclosure controls.

Doing so effectively may also take longer than

we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management’s

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Related Party Transactions

In March 2021, our initial

stockholders purchased 2,875,000 founder shares for an aggregate purchase price of $50,000, or approximately $0.017 per share.

of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares

upon completion of the IPO (not including the shares of Class A common stock underlying the private placement units or the representative

The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by

the aggregate number of founder shares issued.

In October 2021, we effected a 0.1 for 1 stock dividend for each share of Class B common

stock outstanding, resulting in our sponsor holding an aggregate of 3,162,500 founder shares (up to 412,500 shares of which are subject

to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised).

In March 2021, our initial stockholders purchased 2,875,000 Founder Shares

for an aggregate purchase price of $50,000, or approximately $0.017 per share.

The number of Founder Shares issued was determined based

on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the IPO (not including the

shares of Class A common stock underlying the Private Placement Units or the representative shares).

The per share purchase price

of the Founder Shares was determined by dividing the amount of cash contributed to the company by the aggregate number of Founder Shares

In October 2021, we effected a 0.1 for 1 stock dividend for each share of Class B common stock outstanding, resulting in our Sponsor

holding an aggregate of 3,162,500 Founder Shares.

We pay Weixuan Luo, our

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Founder Shares and same registration rights as our Founder Shares.

Our sponsor, officers

and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates

and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement

of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Prior to the consummation

of the IPO, our sponsor has agreed to loan us up to $500,000 to be used for a portion of the expenses of the IPO.

These loans are non-interest

bearing, unsecured and are due upon completion of our initial business combination.

In addition, in order to

finance transaction costs in connection with an intended initial 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 our initial business combination,

we would repay such loaned amounts.

In the event that our initial 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 working capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit

(which, for example, would result in the holders being issued 165,000 shares of Class A common stock if $1,500,000 of notes were

so converted since the 150,000 rights included in such units would result in the issuance of 15,000 shares upon the closing of our business

combination), at the option of the lender.

Our Sponsor, officers and directors, or any of their respective affiliates,

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

businesses and performing due diligence on suitable Business Combinations.

Our audit committee will review on a quarterly basis all payments

that were made to our Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses

that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection

with activities on our behalf.

Prior to the consummation of the IPO, our Sponsor has agreed to loan us up to

$500,000 to be used for a portion of the expenses of the IPO.

These loans are non-interest bearing, unsecured and are due upon completion

of our initial Business Combination.

In addition, in order to finance transaction costs in connection with an intended

initial 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 our initial Business Combination, we would repay such loaned amounts.

that our initial 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 working capital

loans may be convertible into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result

in the holders being issued 165,000 shares of Class A common stock if $1,500,000 of notes were so converted since the 150,000 rights included

in such units would result in the issuance of 15,000 shares upon the closing of our Business Combination), at the option of the lender.

Such units would be identical to the Private Placement Units.

The terms of such working capital

loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist

with respect to such loans.

We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do

not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in

our trust account.

Pursuant to a registration

rights agreement we will enter into with our initial stockholders, our sponsor and I-Bankers on or prior to the closing of the IPO, we

may be required to register certain securities for sale under the Securities Act.

These holders, and holders of units issued upon conversion

of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain

of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant

to Rule 415 under the Securities Act.

In addition, these holders have the right to include their securities in other registration

statements filed by us.

We will bear the costs and expenses of filing any such registration statements.

See the section of this prospectus

entitled “Certain Relationships and Related Party Transactions.”

The terms of such working capital loans by our Sponsor or its affiliates,

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

expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing

to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

Pursuant to a

registration rights agreement we will enter into with our initial stockholders, our Sponsor and I-Bankers on or prior to the closing

of the IPO, we may be required to register certain securities for sale under the Securities Act.

These holders, and holders of units

issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three

demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered

thereby registered for resale pursuant to Rule 415 under the Securities Act.

In addition, these holders have the right to

include their securities in other registration statements filed by us.

We will bear the costs and expenses of filing any such

registration statements.

Off-Balance Sheet Arrangements;

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Quarterly Results

As of September 30, 2021,

we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments

or contractual obligations.

No unaudited quarterly operating data is included in this prospectus, as we have conducted no operations to

As of December 31, 2021,

we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of

Regulation S-K and did not have any commitments or contractual obligations.

No unaudited quarterly operating data is included in this

Quarterly Report, as we have conducted no operations to

On April 5, 2012, the JOBS

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system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure

that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act,

(iii) comply with any requirement that

may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of independent registered public accounting

firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose

certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of

the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion

of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.

that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply

with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of independent

registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and

analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation

and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period

of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis