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Item 2. Management’s Discussion and Analysis

2022-08-03 compared with 2022-02-14 · 270 added, 329 removed, 22 unchanged (96% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

References in this report (the

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

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

to the “Sponsor” refer to Bright Vision Sponsor LLC.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere

in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements

that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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

as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination with one or more businesses.

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

$7,282,500 consisting of $2,530,000 in cash of underwriting commissions, $4,427,500 of business combination marketing fee, and $325,000

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 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

in connection with an initial Business Combination to the owners of the target or other investors:

may significantly dilute the equity interest of investors in the IPO, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;

may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;

could cause a change in control if a substantial number of shares of our common stock is 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 directors;

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our Class A common stock and/or rights.

if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

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

acceleration 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;

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

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

our inability to pay dividends on our common stock;

using 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 common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

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

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

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;

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

As indicated in the accompanying

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

Combination plans.

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

We have neither engaged

in any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities and those

necessary to prepare for the IPO.

Following the IPO, we will not generate any operating revenues until after completion of our initial

Business Combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents after the IPO.

There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of

our audited financial statements.

After the IPO, we expect to incur increased expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective Business Combination

Management’s Discussion and Analysis of Financial Condition and Results of Operations

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Deep

Medicine Acquisition Corp.

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

directors, and references to the “Sponsor” refer to Bright Vision Sponsor LLC.

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes

thereto contained elsewhere in this Quarterly Report.

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

forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

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

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

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

Annual Report on Form 10-K for the year ended March 31, 2022 filed with the U.S.

Securities and Exchange Commission (the “SEC”)

on June 24, 2022.

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.

are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We intend to effectuate

our initial Business Combination using cash from the proceeds of the IPO and the sale of the Placement Warrants that occurred simultaneously

with the closing of the IPO, our capital stock, debt or a combination of cash, stock and debt.

We have until October 29, 2022 (or April

29, 2023 if we extend the period to consummate a Business Combination by the full amount) to complete a Business Combination.

July 12, 2022, the Company entered into a definitive Business Combination Agreement (the “Business Combination Agreement”)

with Chijet Inc., a Cayman Islands exempted company (together with its subsidiaries, “Chijet”), each of the referenced holders

of Chijet’s outstanding shares (collectively, the “Sellers”), Chijet Motor Company, Inc., a Cayman Islands exempted

company and wholly-owned subsidiary of Chijet (“Pubco”), and Chijet Motor (USA) Company, Inc., a Delaware corporation and

a wholly-owned subsidiary of Pubco (“Merger Sub”).

Chijet indirectly holds an over 85% interest in Shandong Baoya New Energy

Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and manufacturer of electric vehicles.

In addition, Chijet

indirectly holds an over 64% interest in FAW Jilin Automobile Co., Ltd., a Chinese company (“FAW Jilin”), which manufactures

and sells traditional fuel vehicles.

The transactions contemplated by the Business Combination Agreement are referred to herein as the

“Proposed Business Combination”.

to its terms and conditions, the Business Combination Agreement provides that Company and Chijet will become wholly-owned subsidiaries

of Pubco, a newly formed holding company.

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth

therein, at the closing of the Business Combination (the “Closing”), (a) Merger Sub will merge with and into the Company,

with the Company continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “Merger”), and with holders

of Company securities receiving substantially equivalent securities of Pubco, and (b) immediately prior to the Merger, Pubco will acquire

all of the issued and outstanding ordinary shares of Chijet (the “Purchased Shares”) from the Sellers in exchange for ordinary

shares of Pubco and Chijet shall surrender for no consideration its shares in Pubco, as described below, with Chijet likewise becoming

a wholly-owned subsidiary of Pubco (the “Share Exchange”).

more information regarding the Proposed Business Combination, please refer to Note 12 to the financial statements included in Item 1

of this Quarterly Report on Form 10-Q.

Proposed Business Combination was not closed as of the date of filing this Quarterly Report on

of Operations and Known Trends or Future Events

have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational

activities and those necessary to prepare for the IPO and since the IPO, identifying a target company for a Business Combination and

activities in connection with the proposed acquisition of Chijet.

We do not generate any operating revenues until after completion of

our initial business combination.

We expect to generate non-operating income in the form of interest income on cash and cash equivalents

after the IPO.

There has been no significant change in our financial or trading position and no material adverse change has occurred

since the date of our audited financial statements.

After the IPO, we expect to incur increased expenses as a result of being a public

company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on Chijet.

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

the three months ended June 30, 2022, we had a net loss of $154,420, which consisted of operating costs of $269,833, offset by interest

earned on marketable securities held in the Trust Account of $115,413.

Liquidity and Capital Resources

Prior to the completion

of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be

one year from the issuance date of the financial statement.

The Company has since competed its IPO at which time capital in excess of

the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital

Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient

capital exists to sustain operations for at least one year from the date that the financial statement was issued, and therefore substantial

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, $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 $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

all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our initial

Business Combination.

the three months ended June 30, 2021, we had a net loss of $16,499 due solely to the operating costs.

and Capital Resources

of June 30, 2022 and March 31, 2022, we had cash of $707,977 and 877,099, respectively, total current liabilities of $561,198 and $536,712,

respectively, and total current assets of $ 128,823,338 and $128,953,272, respectively.

As of June 30, 2022, we had working capital of

$385,860, a decrease of working capital of $269,833 as compared to March 31, 2022, primarily as a result of a decrease in cash and prepaid

expenses and an increase in total current liabilities.

Cash and marketable securities held in a trust account increased by $115,413 to

$127,876,280 as of June 30, 2022 compared to $127,760,867 as of March 31, 2022.

expect to continue to incur significant costs in the pursuit of the Proposed Business Combination with Chijet.

We cannot assure you that

our plans to complete the Proposed Business Combination will be successful.

the three months ended June 30, 2022, cash used in operating activities amounted to $169,122, mainly due to the net loss of $154,420,

plus the decrease in accrued expenses to related parties by $15,000, offset by the decrease in prepaid expenses by $76,225 and increase

in accrued expenses by $39,486.

Comparatively, cash of $2,252 used in operating activities during the three months ended June 30, 2021

was due to the net loss of $16,499, offset by the increase in accrued expenses to related parties by $15,000.

was no cash flow from investing activities and financing activities during the three months ended June 30, 2022 and 2021.

of June 30, 2022, we had cash and marketable securities held in the Trust Account of $127,876,280 (including approximately unrealized

gain of $111,280 generated since the inception), substantially all of which has been invested in U.S.

treasury bills with a maturity

of 180 days or less.

Interest income earned on the balance in the Trust Account may be available to us to pay taxes.

We intend to use

substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account to

complete our initial business combination.

We may withdraw interest to pay franchise and income taxes.

We estimate our annual franchise tax obligations, based

on the number of shares of our common stock authorized and outstanding after the completion of the IPO, to be $200,000, which is the maximum

amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from the IPO held outside

of the Trust Account or from interest earned on the funds held in our Trust Account and released to us for this purpose.

Our annual income

tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account.

We expect the

interest earned on the amount in the Trust Account will be sufficient to pay our income taxes.

To the extent that our capital stock or

debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust

Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue

our growth strategies.

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

requirements during that period to include approximately $250,000 for legal, accounting, due diligence, travel and other expenses associated

with structuring, negotiating and documenting successful business combinations;

$100,000 for legal and accounting fees related to regulatory

reporting requirements;

We estimate our annual franchise

tax obligations, based on the number of shares of our common stock authorized and outstanding after the completion of the IPO, to be

$200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from

funds from the IPO held outside of the trust account or from interest earned on the funds held in our trust account and released to us

for this purpose.

Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held

in the trust account.

We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes.

the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination,

the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or

businesses, make other acquisitions and pursue our growth strategies.

to the completion of our initial business combination, we have available to us the $707,977 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

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

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.

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.

expect our primary liquidity requirements during that period to include approximately $400,000 for our portion of legal, accounting,

due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations;

for legal and accounting fees related to regulatory reporting requirements;

$75,000 for Nasdaq continued listing fees;

$300,000 for director and officer liability insurance premiums;

for working capital that will be used for miscellaneous expenses and reserves (including taxes net of anticipated interest income);

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.

We do not believe we will

need to raise additional funds following the IPO in order to meet the expenditures required for operating our business.

However, if our

estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial

Business Combination.

Moreover, we may need to obtain additional financing either to 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

$155,000 for working

capital that will be used for miscellaneous expenses and reserves (including taxes net of anticipated interest income);

and approximately

$20,000 as fees to our Chief Financial Officer.

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.

do not believe we will need to raise additional funds following the IPO in order to meet the expenditures required for conducting the

due diligence related to the Proposed Business Combination and operating our business during this process.

However, if our estimates

of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination, including

the Proposed Business Combination, are less than the actual amount necessary to do so, or we are unable to complete the Proposed Business

Combination, we may have insufficient funds available to operate our business prior to our initial business combination.

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.

1 unchanged sentence

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.

financing to complete such proposed initial business combination.

Subject to compliance with applicable securities laws, we would only

5 unchanged sentences

financing in order to meet our obligations.

Controls and Procedures

We are not currently required

to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.

We will be required to

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

firm attestation requirement.

Prior to the closing of

the IPO, we have not completed an assessment, nor has our independent registered public accounting firm tested our systems, of internal

We expect to assess the internal controls of our target business or businesses prior to the completion of our initial Business

Combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain

an effective system of internal controls.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding

the adequacy of internal controls.

Many small and mid-sized target businesses we may consider for our initial Business Combination may

have internal controls that need improvement in areas such as:

staffing for financial, accounting and external reporting areas, including segregation of duties;

reconciliation of accounts;

proper recording of expenses and liabilities in the period to which they relate;

evidence of internal review and approval of accounting transactions;

documentation of processes, assumptions and conclusions underlying significant estimates;

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.

Once our management’s

report on internal controls is complete, we will retain our independent registered public accounting firm to audit and render an opinion

on such report when required by Section 404 of the Sarbanes-Oxley Act.

The independent registered public accounting firm may identify

additional issues concerning a target business’s internal controls while performing their audit of internal control over financial

Quantitative and Qualitative Disclosures

about Market Risk

The net proceeds of the

IPO and the sale of the Private Placement Units held in the Trust Account will be invested in U.S.

government treasury bills 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.

and Procedures

are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.

We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending March 31, 2023.

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.

to the closing of the IPO, we have not completed an assessment, nor has our independent registered public accounting firm tested our

systems, of internal controls.

We expect to assess the internal controls of our target business or businesses prior to the completion

of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in

order to state that we maintain an effective system of internal controls.

A target business may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding the adequacy of internal controls.

Many small and mid-sized target businesses we may consider for

our initial business combination may have internal controls that need improvement in areas such as:

for financial, accounting and external reporting areas, including segregation of duties;

reconciliation

recording of expenses and liabilities in the period to which they relate;

of internal review and approval of accounting transactions;

documentation

of processes, assumptions and conclusions underlying significant estimates;

documentation

of accounting policies and procedures.

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

Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing

our management’s report on internal controls is complete, we will retain our independent registered public accounting firm to audit

and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act.

The independent registered public accounting

firm may identify additional issues concerning a target business’s internal controls while performing their audit of internal control

over financial reporting.

and Qualitative Disclosures about Market Risk

net proceeds of the IPO and the sale of the private placement units held in the trust account will be invested in U.S.

government treasury

bills 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.

Due to the short-term nature of these investments, we believe there will be no associated

material exposure to interest rate risk.

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.

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

Chief Financial Officer, monthly fees of $5,000 for her services commencing on August 1, 2020.

Upon completion of our initial Business

Combination or our liquidation, we will cease paying these monthly fees.

We will also issue to our officers and directors an aggregate

of 300,000 post Business Combination shares within 10 days following the Business Combination with the same lock-up restrictions as the

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.

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.

Due to the short-term nature of these investments, we believe there

will be no associated material exposure to interest rate risk.

Party Transactions

pay Weixuan Luo, our Chief Financial Officer, monthly fees of $5,000 for her services commencing on August 1, 2020.

Upon completion of

our initial business combination or our liquidation, we will cease paying these monthly fees.

We will also issue to our officers and

directors an aggregate of 300,000 post business combination shares within 10 days following the business combination with the same lock-up

restrictions as the founder shares and same registration rights as our founder shares.

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.

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.

of June 30, 2022 and March 31, 2022, the loan payable to the Sponsor was $500,000.

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.

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.

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

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.

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;

and Contractual Obligations;

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.

section of this prospectus entitled “Certain Relationships and Related Party Transactions.”

Sheet Arrangements;

Commitments and Contractual Obligations;

Quarterly Results

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

Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying

public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new

or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay

the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the

relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, our financial statements

may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in

the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain

conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not

be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our

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

of June 30, 2022, 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 date.

April 5, 2012, the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements

for qualifying public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to

comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting

standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, our financial

statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions

we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report

on our 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.

1 unchanged sentence

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

About Market Risk

Not applicable for smaller reporting

Quantitative and Qualitative Disclosures About Market Risk

applicable for smaller reporting companies.

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