Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements in this section regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar



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expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our 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. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

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.

Overview

We are a blank check company incorporated in the Cayman Islands for the purpose of effecting an initial business combination with one or more businesses or entities. While we may pursue an initial business combination target in any industry, we are currently concentrating our efforts in identifying businesses in the health, nutrition, fitness, wellness and beauty sectors and the products, devices, applications and technology driving growth within these verticals.

The issuance of additional shares in connection with our initial business combination to the owners of the target or other investors:

may significantly dilute the equity interest of investors in our initial public

offering, which dilution would further increase if the anti-dilution provisions

· in the Class B ordinary shares resulted in the issuance of Class A ordinary


   shares on a greater than one-to-one basis upon conversion of the Class B
   ordinary shares;


   may subordinate the rights of holders of Class A ordinary shares if preference

· shares are issued with rights senior to those afforded our Class A ordinary

shares;

could cause a change in control if a substantial number of our Class A 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;

· may adversely affect prevailing market prices for our units, Class A ordinary

shares and/or warrants; and

· may not result in adjustment to the exercise price of our warrants.

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 is payable on demand;

our inability to obtain necessary additional financing if the debt contains

· covenants restricting our ability to obtain such financing while the debt is

outstanding;

· our inability to pay dividends on our Class A ordinary shares;




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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 Class A

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 incur significant costs in the pursuit of our initial business combination. 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.

Refreshing Business Combination

On February 10, 2023, the Company entered into the Refreshing Merger Agreement with Refreshing, Pubco, Purchaser Merger Sub, Refreshing Merger Sub, our sponsor in the capacity as the Purchaser Representative and Ryan Wear in the capacity as the Seller Representative. Pursuant to the Refreshing Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Effective Time, the Company will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation, (ii) following the Domestication, Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and wholly-owned subsidiary of Pubco, in connection with which all of the existing securities of the Company will be exchanged for rights to receive securities of Pubco as follows: (a) each share of the Company's common stock, par value $0.0001, outstanding immediately prior to the Effective Time shall automatically convert into one share of Pubco common stock and (b) each whole public warrant and each private placement warrant shall automatically convert into one Pubco warrant on substantially the same terms and conditions; and (iii) Refreshing Merger Sub will merge with and into Refreshing, with Refreshing continuing as the surviving entity and wholly-owned subsidiary of Pubco, pursuant to which all Refreshing Units issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the applicable portion of the Refreshing Merger Consideration.

Pursuant to the terms of the Refreshing Merger Agreement, the Refreshing Merger Consideration to be delivered to the Sellers in connection with the Refreshing Business Combination will be a number of newly-issued shares of Pubco common stock with an aggregate value equal to $160,000,000, subject to adjustments for Refreshing's net working capital, closing debt (net of cash) and accrued but unpaid expenses related to the Refreshing Transactions.

The foregoing description of the Refreshing Merger Agreement is subject to and qualified in its entirety by reference to the full text of the Refreshing Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto.

Other than as specifically discussed, this Report does not assume the closing of the Refreshing Business Combination.

Results of Operations

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 our initial public offering. We will not generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents. Our expenses have increased substantially after the closing of our initial public offering as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2022, we had net income of $567,541. Net income is comprised primarily of earnings on marketable securities held in the trust account of $1,312,150 and unrealized earnings on marketable securities held in the trust account



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of $379,763, offset by insurance expense amortization of $463,980, legal and accounting expenses of $397,266, listing fees of $175,357, formation and operating costs of $72,777, advertising and marketing expenses of $12,233 and administrative expenses of $2,759.

For the period from July 7, 2021 (inception) through December 31, 2021, we had a net loss of $145,610. Net loss is comprised primarily of formation, general and administrative costs of $29,471, legal and accounting services of $86,660, insurance expense of $27,440, and advertising and marketing expense of $2,400, offset by unrealized gains and interest income of $361.

Liquidity, Capital Resources and Going Concern

Until the consummation of our initial public offering, our only source of liquidity was an initial purchase of founder shares by our sponsor for $25,000 and a $228,080 loan from our sponsor which has been repaid in full as of December 31, 2021.

On December 13, 2021, we consummated our initial public offering of 11,500,000 units, at $10.00 per unit, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 units, generating gross proceeds of $115,000,000.

Simultaneously with the closing of our initial public offering, we completed the private sale of an aggregate of 6,850,000 private placement warrants to our sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds of $6,850,000.

A total of $117,300,000 of the proceeds from our initial public offering and the sale of the private placement warrants was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental, acting as trustee.

Transaction costs of our initial public offering amounted to $6,822,078, consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $497,078 of actual offering costs. Of these amounts, $302,696 was allocated to the public warrants and charged against additional paid-in capital and $6,519,382 were allocated to Class A ordinary shares, reducing the initial carrying amount of such shares.

For the year ended December 31, 2022, net cash used in operating activities was $37,262. Net income of $567,541 was adjusted by interest earned and unrealized earnings on marketable securities held in the trust account of $379,763 and a $225,040 decrease in operating assets and liabilities.

For the period from July 7, 2021 (inception) through December 31, 2021, net cash used in operating activities was $69,559. Net loss of $145,610 was adjusted by unrealized earnings on marketable securities held in trust account of $99 and a $76,150 increase in operating assets and liabilities.

As of December 31, 2022 and 2021, we had marketable securities held in the trust account of $118,992,274 and $117,300,361, respectively (including approximately $1,691,913 and $361 of interest income and unrealized gains, respectively), consisting of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 185 days or less.

As of December 31, 2022 and 2021, we had cash of $436,972 and $1,760,884 held outside the trust account, respectively. We intend to use the funds held outside the trust account primarily 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 a business combination.

We may need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination. We expect to incur significant costs related to identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination. These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year from the date that the financial statements are issued. 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 may repay such loaned amounts out of the proceeds of the trust account released to us. 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



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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 warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or an affiliate of our management team 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.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2022. 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

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities, other than described below.

We have an agreement to pay our sponsor a monthly fee of $10,000 for office space, utilities and administrative support until the earlier of the completion of an initial business combination and our liquidation. For the year ended December 31, 2022 and for the period from July 7, 2021 (inception) through December 31, 2021, our sponsor has waived any payments under this agreement.

The underwriters of the initial public offering are entitled to a deferred fee $4,025,000. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete our initial business combination, subject to the terms of the underwriting agreement.

Registration Rights Agreement

The holders of the Founder Shares, Private Placement Warrants, and 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 the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders will have the right to require the Company to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that the Company register such securities. In addition, the holders will be entitled to certain "piggy-back" registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with 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 critical accounting estimates.

Recent Accounting Pronouncements

See "Recent Accounting Pronouncements" in Note 2 to the accompanying financial statements.



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Factors That May Adversely Affect our Results of Operations

Our results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete initial business combination.

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