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



We are a blank check company incorporated as a Delaware corporation on March 4,
2021 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 have not selected any specific
business combination target and we have not, nor has anyone on our behalf,
initiated any substantive discussions, directly or indirectly, with any business
combination target. We intend to effectuate our initial business combination
using cash from the proceeds of this offering and the private placement of the
private placement warrants, the proceeds of the sale of our shares in connection
with our initial business combination and (pursuant to backstop agreements we
may enter into following the consummation of this offering 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.

Our sponsor is controlled by Jason Wong.

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 this offering;

? may subordinate the rights of holders of our common stock if preferred stock is

authorized and 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; and

? may adversely affect prevailing market prices for our common stock, warrants


   and/or rights.

Similarly, 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;






                                       28

? 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; and

? other purposes and other disadvantages compared to our competitors who have


   less debt.




As indicated in the accompanying financial statements, at December 31, 2021, we
had approximately $1,365,181 in cash, and accrued liabilities of approximately
$475,948. In the short term, we expect to incur costs in connection with
consummating this offering. Thereafter, we expect 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. These factors, among others, raise substantial doubt about our
ability to continue as a going concern.



Results of Operations



Our entire activity from inception up to December 13, 2021 was in preparation
for the initial public offering. Since the initial public offering, our activity
has been limited to the evaluation of business combination candidates, and we
will not be generating any operating revenues until the closing and completion
of our initial business combination. 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 for due diligence expenses. We expect our
expenses to increase substantially after this period.



For the period from March 4, 2022 (inception) through December 31, 2021, we had
a net loss of $181,960, which was comprised of dividend income and formation,
general and administrative expenses.

Liquidity and Capital Resources


As of December 31, 2021, we had cash of $1,365,181 and investments held in the
Trust Account of $104,535,351. Until the consummation of the initial public
offering, the only source of liquidity was an initial purchase of ordinary
shares by our Sponsor, monies loaned by the Sponsor under a certain unsecured
promissory note and advances from our Sponsor. On December 13, 2021, we drew
$134,885 against the promissory note and the entire balance was repaid on
December 16, 2021.



On December 13, 2021, we consummated the Initial Public Offering of 10,350,000
ordinary units (the "Public Units"), which includes the full exercise by the
underwriter of its over-allotment option in the amount of 1,350,000 Public
Units, at $10.00 per Public Unit, generating gross proceeds of $103,500,000.
Simultaneously with the closing of the Initial Public Offering, we consummated
the sale of 4,721,250 Warrants (the "Private Warrants") at a price of $1.00 per
warrant in a private placement to Soul Venture Partners LLC (the "Sponsor"),
generating gross proceeds of $4,721,250.



                                       29





Transaction costs amounted to $4,832,697, consisting of $1,811,250 of
underwriting fees, $2,587,500 of deferred underwriting fees and $433,947 of
other offering costs. In addition, at December 13, 2021, cash of $1,498,937 were
held outside of the Trust Account and is available for the payment of offering
costs and for working capital purposes net with $104,535,000 transferred to the
Trust Account on December 13, 2021.



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 (less deferred underwriting
commissions). We may withdraw interest to pay 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 this offering, 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 this offering
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 and franchise 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 will have
available to us the approximately $1,100,000 (the amount will remain the same if
the over-allotment option is exercised in full) 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.



We do not believe we will need to raise additional funds following this offering
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 securities or incur debt in
connection with such business combination. In addition, we intend to target
businesses larger than we could acquire with the net proceeds of this offering
and the sale of the private warrants, and may as a result be required to seek
additional financing to complete such proposed initial business combination.
Subject to compliance with applicable securities laws, we would only complete
such financing simultaneously with the completion of our initial business
combination. If we are unable to complete our initial business combination
because we do not have sufficient funds available to us, we will be forced to
cease operations and liquidate the trust account. In addition, following our
initial business combination, if cash on hand is insufficient, we may need to
obtain additional financing in order to meet our obligations.

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.



                                       30





Contractual Obligations



We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities other than an agreement to pay our Sponsor
a monthly fee of $10,000 for general and administrative services, including
office space, utilities and administrative services to us. We began incurring
these fees on March 4, 2021 and will continue to incur these fees monthly until
the earlier of the completion of the business combination and our liquidation.
Also, we are committed to the below:



Registration Rights



The holders of the Founder Shares, the Private Placement Warrants (and their
underlying securities) and the warrants that may be issued upon conversion of
the Working Capital Loans (and their underlying securities) are entitled to
registration rights pursuant to a registration rights agreement signed on the
effective date of the Public Offering. The holders of a majority of these
securities are entitled to make up to two demands that we register such
securities. The holders of the majority of the Founder Shares can elect to
exercise these registration rights at any time commencing three months prior to
the date on which these ordinary shares are to be released from escrow. The
holders of a majority of the Private Placement Warrants and warrants issued in
payment of Working Capital Loans made to us (or underlying securities) can elect
to exercise these registration rights at any time after we consummate a Business
Combination. In addition, the holders have certain "piggy-back" registration
rights with respect to registration statements filed subsequent to the
completion of a Business Combination. We will bear the expenses incurred in
connection with the filing of any such registration statements.



Underwriting Agreement



We are committed to pay the Deferred Fee ranged between $1,000,000 to
$2,250,000, which should equal to the greater of 1) $1,000,000 and 2) 2.5% of
the cash remaining in the Trust Fund with a maximum amount of $2,250,000. The
deferred fee can be paid in cash.



Critical Accounting Policies



The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
("GAAP") 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 not identified any significant accounting policies.



 ? Warrant accounting





We account for 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") Accounting Standards Codification ("ASC") 480, "Distinguishing
Liabilities from Equity" ("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 common stock 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.



As the warrants issued upon the IPO and private placements meet the criteria for
equity classification under ASC 480, therefore, the warrants are classified

as
equity.

? Common stock subject to possible redemption






We account for its common stock subject to possible redemption in accordance
with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity."
Common stocks subject to mandatory redemption (if any) are classified as a
liability instrument and are measured at fair value. Conditionally redeemable
common stocks (including common stocks 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, common stocks are classified as
shareholders' equity. Our common stocks feature certain redemption rights that
are subject to the occurrence of uncertain future events and considered to be
outside of our control. Accordingly, at December 31, 2021, 10,350,000 shares of
common stock subject to possible redemption, respectively, are presented as
temporary equity, outside of the shareholders' equity section of our balance
sheet.



                                       31





 ? Offering costs




We comply with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting
Bulletin ("SAB") Topic 5A - "Expenses of Offering". Offering costs consist
principally of professional and registration fees incurred through the balance
sheet date that are related to the Public Offering and that were charged to
shareholders' equity upon the completion of the Public Offering.



 ? Net loss per 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 common stock and
non-redeemable common stock 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 common stock. Any
remeasurement of the accretion to the redemption value of the common stock
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 and private warrants to purchase an
aggregate of 9,896,250  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 common stock and then share in our earnings. As a
result, diluted loss per share is the same as basic loss per share for the
period presented.



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



                                                                              Period from
                                                                             March 4, 2021
                                                                              (inception)
                                                                                through
                                                                           December 31, 2021
Net loss                                                                  $          (181,960 )

Accretion of carrying value to redemption value                                   (13,538,880 )
Net loss including accretion of carrying value to redemption value        $

      (13,720,840 )

Period from March 4 (inception)

through December 31, 2021


                                                                         Redeemable           Non-Redeemable
                                                                        Common Stock           Common Stock
Basic and diluted net loss per share:
Numerators:
Allocation of net loss including carrying value to redemption value   $     (2,638,991 )     $    (11,081,849 )
Accretion of carrying value to redemption value                             13,538,880                      -
Allocation of net income (loss)                                       $     10,899,889       $    (11,081,849 )
Denominators:
Weighted-average shares outstanding                                            616,887              2,590,480
Basic and diluted net income (loss) per share                         $    

     17.67       $          (4.28 )




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