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Except in cases where the Company is not the surviving entity in a business combination, each holder of a right will automatically receive one-tenth (1/10) of an ordinary share upon consummation of an Initial Business Combination. In the event it is not the surviving entity upon completion of an Initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the business combination. No fractional shares will be issued in connection with an exchange of rights; fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the British Virgin Islands law.
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If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem or purchase 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes, and then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In the event of our dissolution and liquidation, the public rights will expire and will be worthless.
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The Notes do not bear interest and mature upon closing of a business combination by the Company. The Notes are convertible into units consisting of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination (which securities have terms equivalent to the terms of the private placement securities issued in connection with the Company's initial public offering) at a price of $10.00 per share at the closing of a business combination.
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The Notes do not bear interest and mature upon closing of a business combination by the Company. The Notes are convertible into units consisting of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination (which securities have terms equivalent to the terms of the private placement securities issued in connection with the Company's initial public offering) at a price of $10.00 per share at the closing of a business combination.
The Notes do not bear interest and mature upon closing of a business combination by the Company. The Notes are convertible into units consisting of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination (which securities have terms equivalent to the terms of the private placement securities issued in connection with the Company's initial public offering) at a price of $10.00 per share at the closing of a business combination.
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<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Basis of Presentation</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying unaudited condensed financial
statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission
(“SEC”). The unaudited condensed financial statements reflect all adjustments (consisting of normal recurring adjustments)
that are, in the opinion of management, necessary to present fairly its financial position, results of its operations and its
cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. This
Form 10-Q should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the
year ended July 31, 2019, filed with the SEC on September 19, 2019.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Emerging Growth Company</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company is an emerging growth company as
defined by Section 2(a) of the JOBS Act and it may 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosures obligations regarding
executive compensation in its periodic reports and proxy statements, and exceptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payment not previously approved.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Further, Section 102(b)(1) of the JOBS Act
exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised, and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the
time private companies adopt the new or revised standard. This may make the comparison of the Company’s financial statements
with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of
using the extended transition period difficult or impossible because of the potential differences in accounting standards used.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Use of Estimates</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in
conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offering Costs</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company complies 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 stockholders’ equity upon the completion of the IPO. Accordingly, offering
costs totaling approximately $5,749,899 have been charged to stockholders’ equity (consisting of $1,437,500 in underwriters’
discount, $1,725,000 in deferred underwriters’ discount, plus $676,099 of other cash expenses, and a non-cash charge of
$1,911,300 to record the fair value of the Unit Purchase Option (UPO) (as described in Note 4 – Private Placement). There
were no payments of deferred offering costs for the six months ended January 31, 2020.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cash and Cash Equivalents</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of January 31, 2020 and July 31, 2019.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cash Held in Trust Account</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">At January 31, 2020, the assets held in the
Trust Account were held in cash and treasury funds.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Concentration of Credit Risk</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed
the Federal Depository Insurance Coverage of $250,000 per depositor. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fair Value of Financial Instruments</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to its short-term nature.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Ordinary Shares Subject to Possible Redemption</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company accounts for its ordinary shares
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic
480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) 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 the Company’s control) are classified as temporary equity. At all other times, ordinary
shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that
are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly,
at January 31, 2020, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’
equity section of the Company’s balance sheets.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Warrants and Rights</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Since the Company is not required to net cash
settle the Warrants and Rights and the Warrants and Rights are exercisable upon the consummation of an initial Business Combination,
the management determined that the Warrants and Rights will be classified within shareholders’ equity as “Additional
paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale will be allocated to Public
Shares, Warrants, and Rights based on the relative fair value of the securities in accordance with 470-20-30. The value of the
Public Shares, Warrants, and Rights will be based on the closing price paid by investors.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Net Loss per Ordinary Share</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company complies with accounting and disclosure
requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by
the weighted average number of ordinary shares issued and outstanding for the period. At January 31, 2020, the Company did not
have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then
share in the income of the Company. As a result, diluted income per ordinary share is the same as basic income per ordinary share
for the periods presented.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Income Taxes</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company accounts for income taxes under
ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both
the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance
to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For
those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in the interim period, disclosure
and transition.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued
for interest and penalties as of January 31, 2020. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by
major taxing authorities since inception and has identified the British Virgin Islands as its only “major” tax jurisdiction.
The Company is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United
States. As such, the Company’s tax provision was zero for the period presented.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Subsequent Events</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company evaluated subsequent events and
transactions that occurred after the balance sheet date up to the date the financial statements were issued.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Recent Accounting Pronouncements</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management does not believe that any other
recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s
financial statements.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Note 1 – Organization and Business
Operations</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Organization and General</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">8i Enterprises Acquisition Corp. (the “Company”
or “we”) is a newly incorporated company incorporated on November 24, 2017, under the laws of the British Virgin Islands
for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities (a “Initial Business Combination”). The
Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the
Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s
efforts to identify a prospective target business will not be limited to a particular industry or geographic location.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of January 31, 2020, the Company had not
yet commenced any operations. All activity for the period from November 24, 2017 (inception) through January 31, 2020 relates to
the Company’s formation, the Initial Public Offering (“IPO”), and the potential acquisition of Diginex Ltd. described
below. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at
the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the
proceeds derived from the IPO. The Company has selected July 31 as its fiscal year-end.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Sponsor and Financing</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company issued one share to its founding
director upon its inception on November 24, 2017 for $1. On April 17, 2018, this share was transferred to the 8i Holdings Limited.
On July 25, 2018, the Company issued 1,437,499 shares to 8i Holdings Limited for $24,999.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company’s sponsor is 8i Holdings
Limited (“the “Sponsor”), a Limited Liability Exempted Company incorporated in the Cayman Islands on November
29, 2017. The registration statements for the Company’s IPO were declared effective on March 27, 2019. On April 1, 2019,
the Company consummated the Initial Public Offering of 5,000,000 units (“Units” or “Public Units” and,
with respect to the ordinary shares included in the Public Units being offered, the “Public Shares”), generating gross
proceeds of $50,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the
private placement (“Private Placement”) with 8i Enterprises Pte. Ltd., a company wholly owned by Mr. James Tan, of
221,250 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,212,500.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Upon closing of the IPO and the private placement,
the proceeds, less $2,212,500 was held in a trust account (the “Trust Account”) (discussed below).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On April 4, 2019, the underwriters exercised
the over-allotment option in full and the closing of the issuance and sale of the additional Units occurred on April 8, 2019. The
total aggregate issuance by the Company of 750,000 units at a price of $10.00 per unit resulted in total gross proceeds of $7,500,000,
less underwriters’ discount of $1,437,500. On April 8, 2019, simultaneously with the sale of the over-allotment units, the
Company consummated the private sale of an additional 18,750 Private Units, generating gross proceeds of $187,500.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>The Trust Account</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The funds held in the Trust Account will be
invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market
funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely
in United States government treasuries. Except with respect to interest earned on the funds held in the trust account that may
be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account
until the earlier of the completion of a business combination or the Company’s liquidation.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Initial Business Combination</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company will have until 12 months from
the consummation of the IPO to consummate its initial business combination. However, if we anticipate that we may not be able to
consummate our initial business combination within 12 months, we may, but are not obligated to, extend the period of time to consummate
a business combination two times by an additional three months each time (for a total of up to 18 months to complete a business
combination). Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement
entered into between us and Wilmington Trust Company, in order to extend the time available for us to consummate our initial business
combination, our insiders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline,
must deposit into the trust account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full
($0.10 per share in either case), on or prior to the date of the applicable deadline. The insiders will receive a non-interest
bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable
to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be
paid upon consummation of our initial business combination, or, at the relevant insider’s discretion, converted upon consummation
of our business combination into additional private units at a price of $10.00 per unit. Our shareholders have approved the issuance
of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the
consummation of our initial business combination. In the event that we receive notice from our insiders five days prior to the
applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least
three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline
announcing whether or not the funds had been timely deposited. Our insiders and their affiliates or designees are not obligated
to fund the trust account to extend the time for us to complete our initial business combination. To the extent that some, but
not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders (or
their affiliates or designees) may deposit the entire amount required. If we are unable to consummate our initial business combination
within such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem or purchase 100%
of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of
any interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes, and
then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors
which may take priority over the claims of our public shareholders. In the event of our dissolution and liquidation, the public
rights will expire and will be worthless.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If the Company is not able to consummate a
Business Combination before April 1, 2020, the Company will commence an automatic winding up, dissolution and liquidation, unless
the Company seeks and receives the consent of its’ shareholders to otherwise extend the life of the Company. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include
any adjustments that might result from the outcome of these uncertainties.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If we are unable to consummate our initial
business combination within this time period, we will liquidate the trust account and distribute the proceeds held therein to our
public shareholders and dissolve. If we are forced to liquidate, we anticipate that we would distribute to our public shareholders
the amount in the trust account calculated as of the date that is two days prior to the distribution date (including any accrued
interest). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by
our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public
shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may
be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent
of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to the Nasdaq listing rules, our initial
business combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of
the balance in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income
earned on the trust account) at the time of the execution of a definitive agreement for such business combination, although this
may entail simultaneous acquisitions of several target businesses. The fair market value of the target will be determined by our
board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential
sales, earnings, cash flow and/or book value). Our board of directors will have broad discretion in choosing the standard used
to establish the fair market value of any prospective target business.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Share Exchange Agreement</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On July 9, 2019, the Company entered into a
share exchange agreement (the “Share Exchange Agreement”) with Diginex Ltd., a Hong Kong company (“Diginex”),
the shareholders of Diginex (the “Sellers”) and Pelham Limited, a Hong Kong company, as representative of the Sellers
(the “Representative”), pursuant to which the Company would acquire all of the outstanding equity interests of Diginex
(the “Acquisition”). Diginex is in the business of providing blockchain technologies for an ecosystem infrastructure
to enable adoption of digital assets across financial markets through the offer of advisory, markets and asset management services.
Pursuant to the terms of the Share Exchange Agreement, the Sellers agreed to sell, transfer, convey, assign and deliver to the
Company all of the issued and outstanding ordinary shares of Diginex owned by the Sellers in exchange for the issuance to the Sellers
of an aggregate of 20,000,000 Ordinary Shares (the “Share Exchange”).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On October 8, 2019, each of the parties to
the Share Exchange Agreement entered into an amendment and joinder to the Share Exchange Agreement (the “Amendment,”
and together with the Share Exchange Agreement, the “Amended Agreement”) with Diginex Limited (formerly known as Digital
Innovative Limited), a Singapore public company limited by shares (“Singapore NewCo”), and its wholly-owned subsidiary
Digital Innovative Limited, a British Virgin Islands business company (“BVI NewCo”), for the purpose of joining both
entities as parties to the Share Exchange Agreement. The Amendment reflects that prior to the consummation of the Share Exchange,
BVI NewCo will merge with and into the Company (the “Reincorporation Merger”), and the Company will be the surviving
entity and a wholly-owned subsidiary of Singapore NewCo pursuant to a merger agreement by and among Singapore NewCo, BVI NewCo
and the Company (the “Merger Agreement”) and a plan of merger by and among the Company and BVI NewCo (the “Plan
of Merger”). At the closing of the Reincorporation Merger, Singapore NewCo will issue ordinary shares, with no par value
(the “Singapore NewCo Ordinary Shares”), and warrants to the Company’s shareholders (the “Singapore NewCo
Warrants”), as set forth in the Merger Agreement. The Amendment also provides, among other things, (i) that Singapore NewCo
Ordinary Shares will be issued to the Sellers in the Share Exchange in lieu of Ordinary Shares, (ii) that references to the proxy
statement in the Amended Agreement were replaced with references to the definitive proxy statement/prospectus and (iii) that references
to the Purchaser and its obligations (x) post-closing, (y) with respect to Nasdaq matters, and (z) for directors’ and officers’
indemnification and liability insurance in the Share Exchange Agreement, were replaced with Singapore NewCo.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On January 28, 2020, each of the parties to
the Share Exchange Agreement and the Amendment entered into an amendment to the Share Exchange Agreement (the “Second Amendment,”
and together with Amendment and the Share Exchange Agreement, the “Amended Share Exchange Agreement”), for the purpose
of increasing the size of Diginex’s permitted pre-Closing Date private placement of its ordinary shares from $30 million
to $50 million.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Of the 20,000,000 Singapore NewCo Ordinary
Shares issuable to the Sellers in the Share Exchange, 2,000,000 Singapore NewCo Ordinary Shares (which will not be fully paid at
issuance) will be deposited into an escrow account for a period of twelve months (the “Escrow Period”) to satisfy any
potential indemnification claims against Sellers brought pursuant to the Amended Share Exchange Agreement (the “Escrow Shares”).
At the closing of the Share Exchange, each option to purchase ordinary shares of Diginex (the “Diginex Options”) outstanding
under Diginex’s existing incentive plan, whether vested or unvested, will be cancelled and the holders of the Diginex Options
will receive options to acquire an aggregate of 4,200,000 Singapore NewCo Ordinary Shares (the “Singapore NewCo Options”)
in exchange for such cancellation. The Singapore NewCo Options may not be transferred, assigned or sold for a period of fifteen
(15) months following the consummation of the Business Combination. Each Singapore NewCo Option will, without any requirement for
payment, automatically convert into one (1) Singapore NewCo Ordinary Share, which Singapore NewCo Ordinary Shares shall be issued
to each holder of a Singapore NewCo Option as follows: (a) one-third (1/3) on the date that is fifteen (15) months after the Closing
Date, (b) one-third (1/3) on the date that is eighteen (18) months after the Closing Date, and (c) one-third (1/3) on the date
that is twenty-one (21) months after the Closing Date, in the case of each of (a), (b) and (c), rounded to the nearest Singapore
NewCo Ordinary Share, subject to certain limitations set forth herein. The Singapore NewCo Options to be issued in the Share Exchange
will be separate from and in addition to any options or other awards issued or issuable under the Digital Innovative Limited 2019
Omnibus Incentive Plan (the “Incentive Plan”).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sellers will be entitled to receive up
to an additional 5,000,000 Singapore NewCo Ordinary Shares, which we refer to as “Earnout Shares,” after the closing
of the Business Combination if the closing price of Singapore NewCo Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”)
(or any other applicable securities exchange) is equal to or greater than the stock prices set forth below during any five trading
days out of any 30 trading day period (the “Trading Period”) following the closing of the Business Combination until
the applicable milestone date: (1) 2,000,000 Earnout Shares if the closing price is USD$15.00 during any Trading Period ending
on or before December 31, 2020; (2) 2,000,000 Earnout Shares if the closing price is $20.00 during any Trading Period ending on
or before December 31, 2021; and (3) 1,000,000 Earnout Shares if the closing price is U$30.00 during any Trading Period ending
on or before December 31, 2022. All share and per share amounts above shall be proportionally adjusted for share splits, dividends,
and similar events.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Conditions to Closing</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>General Conditions</i></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Consummation of the Share Exchange is conditioned
upon, among other things:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: top">
<td style="width: 24px"> </td>
<td style="width: 24px"><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">no applicable law or Order (as defined in the Amended Share Exchange Agreement) that restrains, prohibits or imposes any condition on the consummation of the Closing shall be in force;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">no Action being brought by any governmental Authority to enjoin or otherwise restrict the consummation of the Closing;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the Additional Agreements (as defined in the Amended Share Exchange Agreement) shall have been entered into by each party thereto and the same shall be in full force and effect;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the Company having at least $5,000,001 in the trust after any redemptions of ordinary shares;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the Company having obtained the approval of the Transaction by its shareholders at a duly convened special meeting of shareholders;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the consideration shares to be issued having been approved for listing on Nasdaq; and</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the Company’s redemption of any ordinary shares having been completed in accordance with the terms of the Company’s charter and the Amended Share Exchange Agreement.</font></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Diginex’s Conditions to Closing</i></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The obligation of Diginex to consummate the
Amended Share Exchange Agreement, in addition to the conditions described above, are conditioned upon, among other things, each
of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: top">
<td style="width: 24px"> </td>
<td style="width: 24px"><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the Company having performed in all material respects with its obligations required to be performed by it in the Amended Share Exchange Agreement at or prior to Closing;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the representations and warranties of the Company being true on and correct as of the Closing date as if made at and as of such time (except for representations and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only be true and correct as of such earlier date); provided, that this condition shall be deemed satisfied unless any and all inaccuracies in such representations and warranties, in the aggregate, result in a Purchaser Material Adverse Effect (as defined in the Amended Share Exchange Agreement), in each case without giving effect to any limitation as to materiality or Purchaser Material Adverse Effect set forth therein;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the Company shall have executed and delivered to the Company a copy of each Additional Agreement to which it is a party;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the Sellers designees shall have been appointed to the board of directors of the Purchaser, effective as of the Closing;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">there shall have not occurred and be continuing any Purchaser Material Adverse Effect (on the Purchaser); and;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the Company shall have filed with the BVI Registrar of Corporate Affairs the Second Amended and Restated Memorandum and Articles of Association in the form included in the Proxy Statement and approved by the Purchaser’s shareholders at the Purchaser Special Meeting.</font></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>The Company’s Conditions to Closing</i></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The obligations of the Company to consummate
the transactions contemplated by the Amended Share Exchange Agreement, in addition to the conditions described above in the first
paragraph of this section, are conditioned upon, among other things, each of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: top">
<td style="width: 24px"> </td>
<td style="width: 24px"><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Diginex having performed in all material respects its obligations required to be performed by it in the Amended Share Exchange Agreement at or prior to Closing;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">there shall have not occurred and be continuing any Company Material Adverse Effect (as defined in the Amended Share Exchange Agreement) on Diginex and its subsidiaries;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the representations and warranties of Diginex being true and correct on and as of the Closing as if made at and as of such time (except for representations and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only be true and correct as of such earlier date); provided, that this condition shall be deemed satisfied unless any and all inaccuracies in such representations and warranties, in the aggregate, result in a Company Material Adverse Effect (as defined in the Amended Share Exchange Agreement), in each case without giving effect to any limitation as to materiality or Company Material Adverse Effect set forth therein;</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">there shall have not occurred and be continuing any Company Material Adverse Effect,</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Diginex’s key personnel shall have executed the non-compete agreements and Diginex shall have entered into labor agreements with each of its employees to the extent required by law, and satisfied all accrued obligations of the Purchaser applicable to its employees; and</font></td></tr>
<tr style="vertical-align: top">
<td> </td>
<td><font style="font: 10pt Times New Roman, Times, Serif">●</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Diginex shall have provided executed copies of lock-up agreements by each of the Sellers and each Diginex option holder.</font></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Accounting for the Acquisition</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Business Combination will be accounted
for as a “reverse merger” in accordance with U.S. GAAP. Under this method of accounting the Company will be treated
as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that
subsequent to the Business Combination, Diginex securityholders are expected to have a majority of the voting power of the combined
company, Diginex comprising all of the ongoing operations of the combined entity, Diginex comprising a majority of the governing
body of the combined company, and Diginex’s senior management comprising all of the senior management of the combined company.
Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Diginex issuing stock for the
net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated at fair value which
approximates historical costs as the Company has only cash and short-term liabilities. No goodwill or other intangible assets recorded.
Operations prior to the Business Combination will be those of Diginex.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Liquidation</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">However, the holders of the initial shares
will not participate in any liquidation distribution with respect to such securities. In the event of such distribution, it is
possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets)
will be less than the $10.00 per Unit in the Initial Public Offering. In order to protect the amounts held in the Trust Account,
an affiliate of the sponsor will contractually agree, pursuant to a written agreement to the Company, that if the Company liquidates
the Trust Account prior to the consummation of a business combination, it will be liable to ensure that the proceeds in the Trust
Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company
for services rendered or contracted for or products sold to the Company. This liability will not apply with respect to any claims
by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust
Account. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the affiliate of the
sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the
possibility that the affiliate of the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or
other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or
claim of any kind in or to monies held in the Trust Account.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company will pay the costs of liquidating
the trust account from the remaining assets outside of the trust account. If such funds are insufficient, the Sponsor has contractually
agreed to advance the Company the funds necessary to complete such liquidation (currently anticipated to be no more than approximately
$18,500) and has contractually agreed not to seek repayment for such expenses.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Liquidity</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of January 31, 2020, the Company had cash
outside the Trust Account of $28,759 available for working capital needs. All remaining cash was held in the Trust Account and
is generally unavailable for use, prior to an initial Business Combination, and is restricted for use either in a Business Combination
or to redeem ordinary shares. As of January 31, 2020, none of the amount on deposit in the Trust Account was available to be withdrawn
as described above.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Through January 31, 2020, the Company’s
liquidity needs were satisfied through receipt of an aggregate of $1,046,185 from an affiliate of the Sponsor, of which $326,185
were repaid upon the IPO, and the remaining net proceeds from the IPO and Private Placement (as described in Note 3 and Note 4).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Until consummation of its Business Combination,
the Company will be using the funds not held in the Trust Account, and any additional funding from the Sponsor’s promissory
note commitment, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective
target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate
documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating
and consummating the Business Combination.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If the Company’s estimates of the costs
of undertaking in-depth due diligence and negotiating Business Combination is less than the actual amount necessary to do so,
the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company
will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor,
officers or directors are under any obligation to advance funds to, or to invest in, the Company. 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 its business plan, 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. Furthermore,
if the Company is not able to consummate a Business Combination within 12 months from its IPO, the Company may exercise its option
to extend the timeframe for an additional three months, which would require the Company to deposit into the trust account $575,000
(an additional $0.10 per IPO share), or commence an automatic winding up, dissolution and liquidation of the Company. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include
any adjustments that might result from the outcome of these uncertainties.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Note 2 – Significant Accounting Policies</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Basis of Presentation</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying unaudited condensed financial
statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission
(“SEC”). The unaudited condensed financial statements reflect all adjustments (consisting of normal recurring adjustments)
that are, in the opinion of management, necessary to present fairly its financial position, results of its operations and its cash
flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. This Form 10-Q
should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended
July 31, 2019, filed with the SEC on September 19, 2019.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Emerging Growth Company</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company is an emerging growth company as
defined by Section 2(a) of the JOBS Act and it may 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosures obligations regarding
executive compensation in its periodic reports and proxy statements, and exceptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payment not previously approved.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Further, Section 102(b)(1) of the JOBS Act
exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of
securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised, and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private
companies adopt the new or revised standard. This may make the comparison of the Company’s financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Use of Estimates</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in
conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Offering Costs</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company complies 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 stockholders’ equity upon the completion of the IPO. Accordingly, offering
costs totaling approximately $5,749,899 have been charged to stockholders’ equity (consisting of $1,437,500 in underwriters’
discount, $1,725,000 in deferred underwriters’ discount, plus $676,099 of other cash expenses, and a non-cash charge of $1,911,300
to record the fair value of the Unit Purchase Option (UPO) (as described in Note 4 – Private Placement). There were no payments
of deferred offering costs for the six months ended January 31, 2020.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cash and Cash Equivalents</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of January 31, 2020 and July 31, 2019.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cash Held in Trust Account</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">At January 31, 2020, the assets held in the
Trust Account were held in cash and treasury funds.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Concentration of Credit Risk</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the
Federal Depository Insurance Coverage of $250,000 per depositor. The Company has not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fair Value of Financial Instruments</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to its short-term nature.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Ordinary Shares Subject to Possible Redemption</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company accounts for its ordinary shares
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are
classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered
to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at January
31, 2020, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’
equity section of the Company’s balance sheets.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Warrants and Rights</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Since the Company is not required to net cash
settle the Warrants and Rights and the Warrants and Rights are exercisable upon the consummation of an initial Business Combination,
the management determined that the Warrants and Rights will be classified within shareholders’ equity as “Additional
paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale will be allocated to Public
Shares, Warrants, and Rights based on the relative fair value of the securities in accordance with 470-20-30. The value of the
Public Shares, Warrants, and Rights will be based on the closing price paid by investors.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Net Loss per Ordinary Share</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company complies with accounting and disclosure
requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the
weighted average number of ordinary shares issued and outstanding for the period. At January 31, 2020, the Company did not have
any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share
in the income of the Company. As a result, diluted income per ordinary share is the same as basic income per ordinary share for
the periods presented.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Income Taxes</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company accounts for income taxes under
ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both
the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance
to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For
those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in the interim period, disclosure
and transition.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued
for interest and penalties as of January 31, 2020. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by
major taxing authorities since inception and has identified the British Virgin Islands as its only “major” tax jurisdiction.
The Company is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United
States. As such, the Company’s tax provision was zero for the period presented.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Subsequent Events</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company evaluated subsequent events and
transactions that occurred after the balance sheet date up to the date the financial statements were issued.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Recent Accounting Pronouncements</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management does not believe that any other
recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s
financial statements.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Note 4 – Private Placement</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Simultaneously with the closing of the IPO,
the Company consummated the Private Placement with 8i Enterprises Pte. Ltd. of 221,250 units (the “Private Units”)
at a price of $10.00 per Private Unit, generating total proceeds of $2,212,500.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On April 4, 2019, the underwriters exercised
the over-allotment option in full and the closing of the issuance and sale of the additional Units occurred on April 8, 2019. The
total aggregate issuance by the Company of 750,000 units at a price of $10.00 per unit resulted in total gross proceeds of $7,500,000.
On April 8, 2019, simultaneously with the sale of the over-allotment units, the Company consummated the private sale of an additional
18,750 Private Units, generating gross proceeds of $187,500.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company granted to Chardan Capital Markets,
LLC (“Chardan”), the representative of the underwriters, a 45-day option to purchase up to 750,000 units (over and
above the 5,000,000 units referred to above) solely to cover over-allotments at $10.00 per unit. The Units that would be issued
in connection with the over-allotment option would be identical to the Units issued in the IPO.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On April 1, 2019, the underwriters were paid
a cash underwriting discount of two and a half percent (2.5%) of the gross proceeds of the Initial Public Offering, or $1,250,000.
On April 4, 2019, the underwriter exercised its over-allotment option in full. Therefore, an additional underwriting discount of
$187,500 was paid to the underwriters accordingly.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company sold to the underwriters (and/or
its designees), for $100, an option to purchase up to a total of six percent of the total number of units sold in the public offering.
The option is exercisable, in whole or in part, at $11.50 per unit. Based on a maximum of 300,000 units (or 345,000 units if the
over-allotment option is exercised) being exercisable under the option, the aggregate proceeds from exercising the units would
be $3,450,000 (or $3,967,500 if the over-allotment option is exercised in full). The term for the exercise of the option would
commence on the later of the consummation of an Initial Business Combination or one-year anniversary from the IPO.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Private Units are identical to the units
sold in the Initial Public Offering except the Private Units will be non-redeemable. The purchasers of the Private Units have agreed
not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as
the insider shares) until the completion of the Business Combination.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If the Company does not complete a Business
Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of
the Public Shares (subject to the requirements of applicable law).</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Note 5 – Related Party Transactions</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Founder Shares</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On April 17, 2018 and July 25, 2018, the Sponsor
purchased 1,437,500 ordinary shares (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.0174
per share. The Founder Shares are identical to the ordinary shares included in the Units being sold in the Proposed Offering. The
Sponsor has agreed to forfeit 187,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the
underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters
so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares (excluding shares from units
of private placement) after the IPO.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">All of the Founder Shares issued and outstanding
prior to the date of the IPO were placed in escrow with VStock Transfer, LLC, as escrow agent, until (1) with respect to 50% of
the Founder Shares, the earlier of six months after the date of the consummation of an Initial Business Combination and the date
on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits,
share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing
after the Initial Business Combination and (2) with respect to the remaining 50% of the Founder Shares, six months after the date
of the consummation of an Initial Business Combination, or earlier, in either case, if, subsequent to the Initial Business Combination,
the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders
having the right to exchange their shares for cash, securities or other property. Up to 187,500 of the Founder Shares may also
be released from escrow earlier than this date for forfeiture and cancellation if the over-allotment option is not exercised in
full. The over-allotment option was exercised in full on April 4, 2019.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Related Party Loans</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">8i Enterprises Pte. Ltd., an entity controlled
by the Company’s Chairman and Chief Executive Officer, extended a loan of $25,000 on May 3, 2018. This loan was non-interest
bearing and was repaid in August 2018. As of January 31, 2020, 8i Enterprises Pte. Ltd. had advanced the Company an aggregate of
$1,046,185, in regard to the costs associated with the formation and the IPO Offering, of which the Company repaid $326,185 to
8i Enterprises Pte. Ltd. from the proceeds of the Initial Public Offering not being placed in the Trust Account on April 1, 2019.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On July 2, 2019, July 23, 2019, September 25,
2019, October 15, 2019, January 7, 2020, February 3, 2020, and March 3, 2020, the Company issued unsecured promissory notes in
the aggregate principal amount of up to $880,000 (the “Notes”) to 8i Enterprises Pte. Ltd. The Notes do not bear interest
and mature upon closing of a business combination by the Company. The Notes are convertible into units consisting of one ordinary
share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial
business combination (which securities have terms equivalent to the terms of the private placement securities issued in connection
with the Company’s initial public offering) at a price of $10.00 per share at the closing of a business combination. In the
event that the Company does not close a business combination, the notes will not be repaid.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i> </i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Loan from Diginex</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 3, 2020, the Company issued an unsecured
promissory note to Diginex amounting to $100,000 (the “Diginex Note”). The Diginex Note does not bear interest and
mature upon closing of a business combination by the Company.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Note 6 – Commitments and Contingencies</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Agreements with underwriters</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company sold to Chardan, for $100, an option
to purchase up to 345,000 units exercisable at $11.50 per unit, commencing on the later of the consummation of a business combination
and six months from the effective date of the Registration Statement.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Registration Rights</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The holders of the Founders’ Shares issued
and outstanding at the closing of the IPO, as well as the holders of the private units (and all underlying securities) will be
entitled to registration rights pursuant to an agreement to be signed prior to or on the date of the IPO. The holders of a majority
of these securities are entitled to make up to two demands, that the Company registers such securities. In addition, the holders
will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the
Company’s consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with
the filing of any such registration statements.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Business Combination Marketing Agreements</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Chardan M&A Agreement</i></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On April 12, 2019, the Company engaged Chardan
to act as financial and M&A advisor (the Chardan M&A Agreement) in connection with a business combination (the “Transaction”)
to advise and assist the Company in negotiating terms and conditions of the above defined or other transactions, introduce the
Company, either directly or indirectly, to potential investors and/or business partners (“Chardan Introduced Parties”),
and perform such other financial advisory services as Chardan and the Company may from time to time agree upon. In the event a
Transaction is consummated, the Company will pay Chardan an advisory fee (the Chardan Advisory Fee”) equal to the lesser
of $1 million or 1% of the Aggregate Value of the Transaction, which is deductible from the Chardan Financing Fee and Chardan M&A
Fee described below. In the event a Transaction is consummated involving a Chardan Introduced Party as investor that is not a holder
of the Company’s securities as of April 12, 2019, the Company will pay Chardan a financing fee (the “Chardan Financing
Fee”) an aggregate cash fee equal to 5% of the aggregate sales price of the Company securities sold in the Transaction to
investors that are not holders of the Company’s securities as of April 12, 2019. In the event a Transaction is consummated
involving a Chardan Introduced Party as business combination target that has not been in negotiations with the Company as of April
12, 2019, the Company will pay Chardan an aggregate M&A fee (the “Chardan M&A Fee”) based on the Aggregate
Value of the Transaction, according to the following schedule: 3% of the Aggregate Value up to $100 million, 2% of the Aggregate
Value up between $100 million to $200 million; and 1% of the Aggregate Value above $200 million. If a Transaction with an Introduced
Party is not consummated prior to the expiration of the Chardan M&A Agreement, Chardan shall be entitled to the Chardan Advisory
Fee and the Chardan Financing Fee with respect to any Transaction involving introduced parties within 12 months following the expiration
or termination of the Chardan M&A agreement. The Company will also reimburse Chardan for up to $50,000 of its reasonable costs
and expenses incurred by it in connection with the performance of its services.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Shine Link Limited Pre-Combination Consultancy
Agreement</i></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company has also engaged Shine Link Limited
(“Shine Link”) to assist the Company in the search of suitable targets to acquire for the business combination, introducing
potential targets to the Company from time to time for consideration, providing consultancy services to help guide the Company
in acquiring Targets, whether or not introduced by Shine Link, assessing each potential target and discussing each target with
the Company, including its shareholding structure, structure of the transaction, capital structure of the target, board composition
and management structure, conflicts of interest and interest persons transactions, matters arising from applicable regulations,
appointment of suitable professionals, combination timetable, and other matters concerning the combination preparation including
negotiations and reviewing legal documentation. As consideration for Shine Link’s services, the Company will issue 100,000
new shares to Shine Link upon successful closing of a combination, whether or not that Target is introduced by Shine Link.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><i> </i></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Financial Advisory Agreements</i></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In December 2019, the Company separately engaged
Alpha International Securities (Hong Kong) Limited (“Alpha”), Asia Capital Link Equity Limited (“Asia Link”)
and Shanghai Haohong Investment Management Limited (collectively, the “Advisors”) to act as the Company’s non-exclusive
advisors in connection with the Acquisition to assist the Company in identifying potential investors that are interested in purchasing
shares of the Company, informing and arranging potential investors to attend venues where the Company or Diginex may provide non-confidential
and publicly available information related to the Acquisition, assist potential investors in making purchases, and other services
related to potential investors. As consideration for the Advisors’ services, the Company will pay the Advisors a fee equal
to 7% of the amount paid by the potential investors (“Purchase Amount”) prior to the closing of the Acquisition. However,
if the Purchase Amount exceeds $10 million, the fee shall be 8% of the Purchase Amount.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In December 2019, the Company engaged Orchardz
Capital Pte. Ltd. (“Orchardz”) to provide introduction services, whereby Orchardz will introduce sophisticated and/or
high net worth individuals willing to invest in the Company via subscription of the Company’s shares and arranging meetings
for the Company to meet Orchardz’s clients or customers. In the event that the services performed by Orchardz results in
its clients or customers making investments into the Company, the Company will pay to Orchardz a fee of 5.5% of the amount invested
by such clients or customers.</p>
<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Note 7 – Shareholders’ Equity</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Ordinary Shares</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company is authorized to issue unlimited
ordinary shares of no par value. If the Company enters into an Initial Business Combination, it may (depending on the terms of
such an Initial Business Combination) be required to increase the number of ordinary shares at the same time as the Company’s
shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the
Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of January 31, 2020, the Company has issued
an aggregate of 2,367,142 ordinary shares, excluding 5,060,358 shares subject to possible redemption, none of which are subject
to forfeiture.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Preferred Stock</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of January 31, 2020, there were no preferred
stock issued or outstanding.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Public Warrants</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Each warrant will become exercisable on the
later of the completion of an Initial Business Combination and 12 months from the closing of the IPO and will expire five years
after the completion of an Initial Business Combination, or earlier upon redemption or liquidation. The Public Warrants may only
be exercised for a whole number of shares, meaning that the Public Warrants must be exercised in multiples of two. Once the Warrants
become exercisable, the Company may redeem the outstanding Warrants in whole, and not in part, at a price of $0.01 per Warrant
upon a minimum of 30 days’ prior written notice of redemption, if and only if (a) the last sale price of the Company’s
ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business
days prior to the date on which the Company sent the notice of redemption to the Warrant holders, and (b) there is a current registration
statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day
trading period referred to above and continuing each day thereafter until the date of redemption.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Except in cases where the Company is not the
surviving entity in a business combination, each holder of a right will automatically receive one-tenth (1/10) of an ordinary share
upon consummation of an Initial Business Combination. In the event it is not the surviving entity upon completion of an Initial
Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive
the one-tenth (1/10) of a share underlying each right upon consummation of the business combination. No fractional shares will
be issued in connection with an exchange of rights; fractional shares will either be rounded down to the nearest whole share or
otherwise addressed in accordance with the applicable provisions of the British Virgin Islands law.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Private Warrants</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Private warrants contain identical terms
as Public Warrants with the following exceptions:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: top">
<td style="width: 48px; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif">1.</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Private warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by 8i Enterprises Pte. Ltd. or its permitted transferees.</font></td></tr>
<tr style="vertical-align: top">
<td style="text-align: center"> </td>
<td> </td></tr>
<tr style="vertical-align: top">
<td style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif">2.</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Because the private units will be issued in a private transaction, 8i Enterprises Pte. Ltd. and its permitted transferees will be allowed to exercise the private warrants for cash even if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective and receive unregistered ordinary shares.</font></td></tr>
<tr style="vertical-align: top">
<td style="text-align: center"> </td>
<td> </td></tr>
<tr style="vertical-align: top">
<td style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif">3.</font></td>
<td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">8i Enterprises Pte. Ltd. and its designees have agreed (A) to vote the ordinary shares underlying the private units, or “private shares,” in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our amended and restated memorandum and articles of association that would stop the Company’s public shareholders from converting or selling their shares to the Company in connection with a business combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not complete a business combination within 12 months from the closing of the Proposed Offering (or 18 months, as applicable) unless the Company provides dissenting public shareholders with the opportunity to convert their public shares in connection with any such vote, (C) not to convert any private shares for cash from the trust account in connection with a shareholder vote to approve our proposed initial business combination or a vote to amend the provisions of the Company’s amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity and (D) that the private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. 8i Enterprises Pte. Ltd. and its designees have also agreed not to transfer, assign or sell any of the private units or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to) until the completion of our initial business combination.</font></td></tr>
</table>
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<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Note 3 – Initial Public Offering</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to the IPO on April 1, 2019, the
Company sold 5,000,000 units at a purchase price of $10.00 per unit (the “Units”). Each Unit consists of one ordinary
share, one redeemable warrant (“Public Warrant”) to acquire one-half (1/2) of one ordinary share, and one right (“Public
Right”) to receive one-tenth (1/10) of an ordinary share upon the consummation of an Initial Business Combination. Each
redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full
share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a business combination.
However, the Warrants may only be exercised for a whole number of shares, meaning that the Warrants must be exercised in multiples
of two. No fractional shares will be issued upon separation of the Units.</p>
28075
4200000
5000001
100000
0.07
0.055
10000000
30
50000000
30000000
7427500
426961
3
185619
1
0.08
0.01