Special Note Regarding Forward-Looking Statements



All statements other than statements of historical fact included in this Form
10-K including, without limitation, statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. When used in
this Form 10-K, words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or the Company's
management, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made by, and
information currently available to, the Company's management. Actual results
could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in our filings with the SEC.

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the financial statements and the
notes thereto contained elsewhere in this Report. Certain information contained
in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.

Overview



We are a blank check company incorporated on May 14, 2018 in the Cayman Islands
with limited liability (meaning our shareholders have no liability, as members
of the Company, for the liabilities of the Company over and above the amount
already paid for their shares) formed for the purpose of acquiring, engaging in
a share exchange, share reconstruction and amalgamation with, purchasing all or
substantially all of the assets of, or engaging in any other similar business
combination with one or more businesses or entities. We intend to effectuate our
business combination using cash from the proceeds of our initial public offering
and the sale of the Private Units that occurred simultaneously with the
completion of our initial public offering, our shares, debt or a combination of
cash, shares and debt.

The issuance of additional shares in a business combination:

? may significantly dilute the equity interest of investors who would not have


    pre-emption rights in respect of any such issue;



  ? may subordinate the rights of holders of ordinary shares if the rights,

preferences, designations and limitations attaching to the preferred shares

are created by amendment of our memorandum and articles of association by

resolution of the board of directors and preferred shares are issued with

rights senior to those afforded our ordinary shares;

? could cause a change in control if a substantial number of ordinary shares are

issued, which may affect, among other things, our ability to use our net

operating loss carry forwards, if any, and could result in the resignation or

removal of our present officers and directors;

? may have the effect of delaying or preventing a change of control of us by

diluting the share ownership or voting rights of a person seeking to obtain


    control of us; and

  ? may adversely affect prevailing market prices for our ordinary shares.

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

? default and foreclosure on our assets if our operating revenues after our

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;






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? 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 any document

governing such debt contains covenants restricting our ability to obtain such


    financing while the debt security is outstanding;




  ? our inability to pay dividends on our ordinary shares;

? 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 ordinary

shares if declared, expenses, capital expenditures, acquisitions and 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; and

? limitations on our ability to borrow additional amounts for expenses, capital


    expenditures, acquisitions, debt service requirements, execution of our
    strategy and other purposes and other disadvantages compared to our
    competitors who have less debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Recent Developments

Business Combination with VIYI and WiMi

On June 10, 2021, we, VIYI, Merger Sub, and WiMi, entered into the Merger Agreement. WiMi holds approximately 73% of the share capital of VIYI.



Pursuant to the Merger Agreement, upon the terms and subject to the conditions
of the Merger Agreement and in accordance with the Cayman Islands Companies Act
(as revised), the parties intend to effect a business combination transaction
whereby the Merger Sub will merge with and into VIYI, with VIYI being the
surviving entity and becoming a wholly owned subsidiary of us on the terms and
subject to the conditions set forth in the Merger Agreement and simultaneously
with the closing we will change our name to "MicroAlgo Inc."

The Board of Directors of both us and VIYI and the stockholders of VIYI have approved the Merger Agreement and the transactions contemplated by it.



Pursuant to the Merger Agreement, the merger is structured as a stock for stock
transaction and is intended to be qualified as a tax-free reorganization. The
terms of the merger provide for a valuation of VIYI and its subsidiaries and
businesses of $400,000,000. Based upon a per share value of $10.10 per share,
the VIYI stockholders will receive approximately 39,600,000 ordinary shares of
us which will represent approximately 85% of the combined outstanding shares
following the closing, assuming no redemptions by our stockholders and assuming
conversion of our outstanding rights into 485,000 ordinary shares. Currently,
there are 6,050,000 ordinary shares of us issued and outstanding (including
4,600,000 ordinary shares subject to possible redemption) (assuming all the
units were separated into their component parts on such date).

At the effective time of the Merger Agreement, all outstanding options and other convertible securities of VIYI will be cancelled or converted into ordinary shares of VIYI and exchanged for our ordinary shares as part of the consideration described above.



As contemplated by and as a condition of the Merger Agreement, we entered into a
backstop agreement with Ever Abundant Investments Limited, dated as of June 10,
2021. On January 24, 2022, we agreed with Ever Abundant Investments Limited to
terminate the backstop agreement.


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In addition, on January 24, 2022, we entered into an amendment to the Merger Agreement with VIYI and WiMi. The purposes of the amendment were to:

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

2. provide for the termination of the original backstop agreement and the execution of the new backstop agreement with the majority shareholder of VIYI; and

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


Pursuant to the amendment to the Merger Agreement, on January 24, 2022, we
entered into a backstop agreement with WiMi. Under the new agreement, WiMi
agreed to purchase (i) ordinary shares in open market transactions in connection
with any tendered or proposed redemptions, and (ii) from us ordinary shares in a
private placement transaction exempt from registration under the Securities Act
of 1933, as amended. Any purchases, either from our shareholders seeking to
redeem ordinary shares, or from us are limited to up to $15 million in gross
amount. WiMi has agreed that any ordinary shares acquired by it will not be
subject to redemption under our corporate organizational documents and also
waived any claims against our Trust Account.

Consummation of the transactions contemplated by the Merger Agreement are
subject to customary conditions of the respective parties, including the
approval of the Merger Agreement by our shareholders, and minimum net tangible
assets immediately after the closing. Other than as specifically discussed, this
report does not assume the closing of the business combination with VIYI.

Extensions



On February 11, 2022, we elected to extend the date by which we are required to
complete a business combination to March 11, 2022 and deposited $153,333 into
our trust account. On February 11, 2022, we issued an unsecured promissory note,
each in an amount of $153,333 to the Sponsor, pursuant to which such amount had
been deposited into the Trust Account in order to extend the amount of available
time to complete a business combination until March 11, 2022. The note is
non-interest bearing and payable upon the closing of a business combination. In
addition, the note may be converted, at the lender's discretion, into additional
Private Units at a price of $10.00 per unit.

On March 11, 2022, we elected to further extend the date by which we are required to complete a business combination to April 11, 2022 and deposited $153,333 into our trust account.

Results of Operations



We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception through December 31, 2021 were organizational
activities, those necessary to prepare for the initial public offering,
described below, and identifying a target business for a business combination
and activities in connection with the proposed acquisition of VIYI. We do not
expect to generate any operating revenues until after the completion of our
business combination. We generate non-operating income in the form of interest
income on marketable securities held after the initial public offering.

We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the year ended December 31, 2021, we had a net loss of $812,413, which consists of formation and operating costs of $785,096.

For the year ended December 31, 2020, we had a net loss of $117,787, which consists of formation and operating costs of $117,787.

Liquidity and Capital Resources



On February 11, 2021, we consummated the initial public offering of 4,600,000
Units at a price of $10.00 per Unit, generating gross proceeds of $46,000,000.
Simultaneously with the closing of the initial public offering, we consummated
the sale of 225,000 Private Units to the sponsor and the underwriter at a price
of $10.00 per unit, generating gross proceeds of $2,250,000.

Following the initial public offering and the sale of the Private Units, a total
of $45,120,075 was placed in the Trust Account and we had $1,339,925 of cash
held outside of the Trust Account, after payment of costs related to the initial
public offering, and available for working capital purposes. On February 18,
2021, we transferred $1,339,925 of such amount to the trust account. We incurred
$2,462,765 in transaction costs, including $805,000 of underwriting fees,
$1,150,000 of deferred underwriting fees and $507,765 of offering costs.


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For the year ended December 31, 2021, cash used in operating activities was $748,227, consisting primarily of a net loss of $812,413. Changes in our operating assets and liabilities provided cash of $36,869.

For the year ended December 31, 2020, cash used in operating activities was $77,815, consisting primarily of a net loss of $117,787. Changes in our operating assets and liabilities provided cash of $39,972.



At December 31, 2021, we had cash of $32,090 held outside the Trust Account. We
intend to use the funds held outside the Trust Account primarily to identify and
evaluate prospective acquisition candidates, perform business due diligence on
prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses, review corporate documents and
material agreements of prospective target businesses, select the target business
to acquire and structure, negotiate and consummate a Business Combination.

We issued an unsecured promissory note to our sponsor in the aggregate amount of
$450,000. On February 11, 2021, the outstanding balance under the Promissory
Note was repaid in full to the Sponsor.

As of December 31, 2021 and 2020, we had temporary advances of $373,421 and
$26,750 from a related party for the payment of costs related to the initial
public offering. The balance is unsecured, interest-free and has no fixed terms
of repayment.

Other than as described above, in order to fund working capital deficiencies or
finance transaction costs in connection with a Business Combination, our sponsor
or an affiliate of our sponsor or certain of our officers and directors may, but
are not obligated to, loan us funds as may be required. If we complete a
Business Combination, we would repay such loaned amounts. In the event that a
Business Combination does not close, we may use a portion of the working capital
held outside the Trust Account to repay such loaned amounts but no proceeds from
our Trust Account would be used for such repayment. Up to $1,500,000 of such
loans may be convertible into Private Units, at a price of $10.00 per unit at
the option of the lender.

We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. However, if our estimate of
undertaking in-depth due diligence and negotiating a Business Combination is
less than the actual amount necessary to do so, we may have insufficient funds
available to operate our business prior to our Business Combination. Moreover,
we may need to obtain additional financing either to consummate our Business
Combination or because we become obligated to redeem a significant number of our
public shares upon consummation of our Business Combination, in which case we
may issue additional securities or incur debt in connection with such Business
Combination. Subject to compliance with applicable securities laws, we would
only consummate such financing simultaneously with the consummation of our
Business Combination. Following our Business Combination, if cash on hand is
insufficient, we may need to obtain additional financing in order to meet our
obligations.


If the Company is unable to raise additional capital, it may be required to take
additional measures to conserve liquidity, which could include, but not
necessarily be limited to, curtailing operations, suspending the pursuit of a
potential transaction, and reducing overhead expenses. The Company cannot
provide any assurance that new financing will be available to it on commercially
acceptable terms, if at all. These conditions raise substantial doubt about the
Company's ability to continue as a going concern through one year from the date
of these financial statements if a Business Combination is not consummated.
These consolidated financial statements do not include any adjustments relating
to the recovery of the recorded assets or the classification of the liabilities
that might be necessary should the Company be unable to continue as a going
concern.

Off-balance sheet financing arrangements



We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of December 31, 2021. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of
other entities, or purchased any non-financial assets.

Contractual obligations



As of December 31, 2021, we have long-term liabilities, other than an agreement
to pay an affiliate of our sponsor a monthly fee of $10,000 for office space,
administrative and support services provided to the Company. We began incurring
these fees on February 8, 2021 and will continue to incur these fees monthly
until the earlier of the completion of the business combination and the
Company's liquidation.

We do not have any long-term debt, capital lease obligations or operating lease obligations.


In addition, we have an agreement to pay the underwriters a deferred fee of two
and one-half percent (2.5%) of the gross proceeds of the Initial Public
Offering, or $1,000,000. Pursuant to the agreement we have with the underwriter,
we will have the right to pay up to $400,000 of such amount to other advisors
retained by us to assist us in connection with a Business Combination; provided,
however, that we may, in its sole discretion, apply such 1.0% fee to other

deal
expenses instead.


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Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:

Ordinary shares subject to redemption



We account for our ordinary shares subject to possible conversion in accordance
with the guidance in Accounting Standards Codification ("ASC") Topic 480
"Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory
redemption are classified as a liability instrument and are measured at fair
value. Conditionally redeemable ordinary shares (including ordinary shares that
feature redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within
our control) are classified as temporary equity. At all other times, ordinary
shares are classified as shareholders' equity. Our ordinary shares feature
certain redemption rights that are considered to be outside of our control and
subject to occurrence of uncertain future events. Accordingly, ordinary shares
subject to possible redemption are presented at redemption value as temporary
equity, outside of the shareholders' equity section of our balance sheets.

Warrant liabilities



We account for warrants (Public Warrants or Private Warrants) as either
equity-classified or liability-classified instruments based on an assessment of
the warrant's specific terms and applicable authoritative guidance in Financial
Accounting Standards Board ("FASB") ASC 480 and ASC 815, "Derivatives and
Hedging" ("ASC 815"). The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the warrants meet all of the
requirements for equity classification under ASC 815, including whether the
warrants are indexed to our own ordinary shares and whether the warrant holders
could potentially require "net cash settlement" in a circumstance outside of our
control, among other conditions for equity classification. This assessment,
which requires the use of professional judgment, is conducted at the time of
warrant issuance and as of each subsequent quarterly period end date while the
warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of
equity at the time of issuance. For issued or modified warrants that do not meet
all the criteria for equity classification, the warrants are required to be
recorded as liabilities at their initial fair value on the date of issuance, and
each balance sheet date thereafter. Changes in the estimated fair value of the
warrants are recognized as a non-cash gain or loss on the statements of
operations. We have elected to account for its Public Warrants as equity and the
Private Warrants as liabilities.

Net loss per ordinary share


We calculate net loss per share in accordance with ASC Topic 260, "Earnings per
Share". In order to determine the net income (loss) attributable to both the
redeemable shares and non-redeemable shares, we first considered the
undistributed income (loss) allocable to both the redeemable ordinary shares and
non-redeemable ordinary shares and the undistributed income (loss) is calculated
using the total net loss less any dividends paid. We then allocated the
undistributed income (loss) ratably based on the weighted average number of
shares outstanding between the redeemable and non-redeemable ordinary shares.
Any remeasurement of the accretion to redemption value of the ordinary shares
subject to possible redemption was considered to be dividends paid to the public
stockholders. As of December 31, 2021, we have not considered the effect of the
warrants sold in the initial public offering to purchase an aggregate of
2,412,500 shares in the calculation of diluted net loss per share, since the
exercise of the warrants is contingent upon the occurrence of future events and
the inclusion of such warrants would be anti-dilutive and we did not have any
other dilutive securities and other contracts that could, potentially, be
exercised or converted into ordinary share and then share in our earnings. As a
result, diluted loss per share is the same as basic loss per share for the

years
presented.


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The net loss per share presented in the statement of operations is based on the
following:

                                                          Years Ended
                                                         December 31,
                                                      2021            2020
Net loss                                          $   (812,412 )   $ (117,787 )

Accretion of carrying value to redemption value     (3,641,991 )            -
Net income                                        $ (4,454,403 )   $ (117,787 )



                                                      Years Ended                           Years Ended
                                                     December 31,                           December 31,
                                                         2021                                   2020
                                            Redeemable       Non-Redeemable       Redeemable        Non-Redeemable
                                             Ordinary           Ordinary           Ordinary            Ordinary
                                              shares             shares             shares              shares
Basic and diluted net loss per share:
Numerators:
Allocation of net loss including
carrying value to redemption value         $ (3,305,127 )   $     (1,149,276 )   $           -     $       (117,787 )
Accretion of carrying value to
redemption value                              3,641,991                    -                 -                    -
Allocation of net income (loss)            $    336,864     $     (1,149,276 )   $           -     $       (117,787 )

Denominators:


Weighted-average shares outstanding           4,070,685            1,415,479                 -            1,000,000
Basic and diluted net income (loss) per
share                                      $       0.08     $          (0.81 )   $           -     $          (0.12 )

Recent accounting pronouncements

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

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