The following discussion and analysis should be read in conjunction with the
financial statements and related notes included elsewhere in this Annual Report
on Form
10-K.
This discussion contains forward-looking statements reflecting our current
expectations, estimates and assumptions concerning events and financial trends
that may affect our future operating results or financial position. Actual
results and the timing of events may differ materially from those contained in
these forward-looking statements due to a number of factors, including those
discussed in the sections entitled "Risk Factors" and "Forward-Looking
Statements" appearing elsewhere in this Annual Report on Form
10-K.

Overview

We are a blank check company incorporated on January 8, 2021 as a Cayman Islands exempted company formed for the purpose of effecting a Business Combination. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company.



On March 18, 2021, we consummated our IPO of 12,000,000 Units, at $10.00 per
Unit, generating gross proceeds of $120.0 million, and incurring offering costs
of approximately $7.1 million, of which $4.2 million was for deferred
underwriting commissions (see Note 3 to our financial statements included in
this Annual Report on Form
10-K
for the year ended December 31, 2021). We granted the underwriter a
45-day
option to purchase up to an additional 1,800,000 Units at the IPO price to cover
over-allotments, if any. On April 29, 2021, the underwriters partially exercised
the over-allotment option, and the closing of the issuance and sale of the
additional 754,784 Over-Allotment Units occurred on May 3, 2021. The issuance by
the Company of the Over-Allotment Units at a price of $10.00 per unit resulted
in total gross proceeds of approximately $7.5 million.

Simultaneously with the closing of the IPO, we consummated the Private Placement
of 440,000 units, at a price of $10.00 per Private Placement Unit with the
Sponsor, generating gross proceeds of $4.4 million (see Note 4 to our financial
statements included in this Annual Report on Form
10-K
for the year ended December 31, 2021). If the over-allotment option is exercised
in full, the Sponsor will purchase an additional 36,000 Private Placement Units.
Simultaneously with the issuance and sale of the Option Units, the Company
consummated the private placement with the Sponsor of 15,096 Additional Private
Placement Units, generating total proceeds of $150,960.

Upon the closing of the IPO and the Private Placement, approximately
$120.0 million ($10.00 per Unit) of the net proceeds of the IPO and certain of
the proceeds of the Private Placement were placed in a Trust Account, located in
the United States with Continental Stock Transfer & Trust Company acting as
trustee, and will be invested only in United States "government securities"
within the meaning of Section 2(a)(16) of the Investment Company Act, having a
maturity of 185 days or less or in money market funds meeting certain conditions
under Rule
2a-7
promulgated under the Investment Company Act which invests only in direct U.S.
government treasury obligations, as determined by us, until the earlier of:
(i) the completion of a Business Combination and (ii) the distribution of the
Trust Account as described below. In addition, the Sponsor and certain investors
have advanced an aggregate amount of approximately $360,000 into the Trust
Account to cover for the over-allotment option, if exercised. If the
over-allotment option is not exercised, the excess funds will be returned to
such related parties. Upon partial exercise of the over-allotment, on May 4,
2021, the Company returned excess cash of $209,040 to the related parties.

Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully.


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We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.



If we are unable to complete a Business Combination within the Combination
Period, we will (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to us to pay our income taxes, if any (less up to
$100,000 of interest to pay dissolution expenses) divided by the number of the
then-outstanding Public Shares, which redemption will completely extinguish
Public Shareholders' rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining
shareholders and the board of directors, liquidate and dissolve, subject in the
case of clauses (ii) and (iii), to our obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions with respect to
our warrants, which will expire worthless if we fail to consummate a Business
Combination within the Combination Period.

As of December 31, 2021, we held cash of approximately $868,000, current liabilities of approximately $505,000 and deferred underwriting commissions of approximately $4.5 million. Further, we expect to continue to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete an initial business combination will be successful.

RESULTS OF OPERATIONS

Our entire activity since inception up to December 31, 2021 was in preparation for our formation and the IPO and after the IPO, the search for target. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.



For the period from January 8, 2021 (inception) through December 31, 2021, we
had net income of approximately $1.5 million, which consisted of approximately
$2.9 million of
non-operating
gain from changes in fair value of derivative warrant liabilities and
approximately $8,000 in income from investments held in the Trust Account,
partially offset by approximately $1.1 million of general and administrative
expenses, and a
non-operating
expense of approximately $315,000 related to offering costs allocated to the
derivative warrant liabilities.

Liquidity and Going Concern

As of December 31, 2021, we had approximately $868,000 in our operating bank account and working capital of approximately $411,000.

Management has determined that the mandatory liquidation and subsequent dissolution that will be required if the Company does not complete a business combination before March 18, 2023 raises substantial doubt about the Company's ability to continue as a going concern. Although Management expects that it will complete a business combination on or prior to March 18, 2023, it is uncertain whether it will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after March 18, 2023. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


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We continue to evaluate the impact of the
COVID-19
pandemic and has concluded that the specific impact is not readily determinable
as of the date of the balance sheet. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Contractual Obligations

Administrative Services Agreement

Commencing on the date that the Company's securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination and the Company's liquidation, the Company agreed to pay affiliates of the Sponsor a total of $20,000 per month for office space, administrative and support services.

Registration Rights

The holders of the Founder Shares, Private Placement Units, Class A ordinary shares underlying the Private Placement Units and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration and shareholder rights agreement provide that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $2.4 million in the aggregate, paid upon the closing of the IPO. In addition, $0.35 per unit, or $4.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

On May 3, 2021 the underwriters partially exercised their over-allotment option. As a result, the underwriters were entitled to an additional underwriting discount of approximately $151,000, which was paid upon closing of the over-allotment. In addition, $264,000 will be payable to the underwriters for deferred underwriting commissions.

Critical Accounting Policies

This management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting policies:

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC 815-40, "Derivatives and Hedging-Contracts in Entity's Own Stock" ("ASC 815-40").

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 4,251,595 warrants issued in connection with the Initial Public Offering (the "Public Warrants") and the 151,699 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40.

Accordingly, we recognize the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, on May 13, 2021, the fair value of the Public Warrants is based on the observable listed price for such warrants. Since the Private Placement Warrants have substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant.


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Class A Ordinary Shares Subject to Possible Redemption

We account for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders' equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, 12,754,784 shares of Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders' equity section of our balance sheet.



We recognize changes in redemption value immediately as they occur and adjusts
the carrying value of the Class A ordinary shares subject to possible redemption
to equal the redemption value at the end of each reporting period. Immediately
upon the closing of the Initial Public Offering, we recognized the remeasurement
from initial book value to redemption amount. The change in the carrying value
of redeemable shares of Class A ordinary shares resulted in charges against
additional
paid-in
capital and accumulated deficit.

Net Income Per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the IPO (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 4,403,294 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from January 8, 2021 (inception) through December 31, 2021. Remeasurement associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

We have considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, we included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.


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Recent Accounting Standards



In August 2020, the FASB issued Accounting Standards Update ("ASU")
No. 2020-06,
Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity
("ASU
2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. The ASU also removes certain
settlement conditions that are required for equity-linked contracts to qualify
for the derivative scope exception, and it simplifies the diluted earnings per
share calculation in certain areas. The Company early adopted ASU
2020-06
on January 8, 2021. Adoption of the ASU did not impact our financial position,
results of operations or cash flows.

Our management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.


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