What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-08-11 compared with 2023-05-22 · 54 added, 25 removed, 150 unchanged (34% of the section changed)

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statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and

Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to

differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Form 10-Q

including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial

position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek”

and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements

relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed

in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied.

For information

identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements,

please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S.

Securities and Exchange

Commission (the “SEC”) on June 30, 2023.

The Company’s securities filings can be accessed on the EDGAR section of the

SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or

obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

were incorporated in the Cayman Islands on January 14, 2022 for the purpose of effecting a merger, capital stock exchange, asset acquisition,

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initial Business Combination.

Our entire activity up to March 31, 2023 has been related to our formation, the Initial Public Offering

Our entire activity up to June 30, 2023 has been related to our formation, the Initial Public Offering

and, since the closing of the Initial Public Offering, and a search for a Business Combination target.

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to generate income in the form of interest income and unrealized gains on investments held in the Trust Account.

to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as for due diligence expenses in connection with the search for a Business Combination target.

We expect to continue

to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses in connection with the search for a Business Combination target.

have neither engaged in any operations nor generated any revenues to date.

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of our initial business combination.

We will generate income in the form of interest income on cash and cash equivalents

after the IPO.

After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.

We expect our expenses to increase substantially after the closing of the IPO.

the three months ended March 31, 2023, we had a net income of $644,898, which consists of formation and operating costs of $158,187,

offset by interest earned on marketable securities held in Trust Account and bank interest income of $803,084.

We will generate income in the form of interest income on cash and cash equivalents after the IPO.

After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.

We expect our

expenses to increase substantially after the closing of the IPO.

the three months ended June 30, 2023, we had a net income of $704,556, which consists of interest earned on marketable securities held

in Trust Account and bank interest income of $834,743, offset by formation and operating costs of $130,187.

the six months ended June 30, 2023, we had a net income of $1,349,454, which consists of interest earned on marketable securities held

in Trust Account and bank interest income of $1,637,827, offset by formation and operating costs of $288,373.

Capital Resources, and Going Concern

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or (ii) the distribution of the trust account.

the three months ended March 31, 2023, cash used in operating activities was $348,085.

the six months ended June 30, 2023, cash used in operating activities was $438,236.

Net income of $1,349,454 was affected by interest

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of $198,599 and changes in prepaid expenses of $48,582 provided to operating activities.

the period from January 14, 2022 (inception) through March 31, 2022, cash used in operating activities was $0.

the period from January 14, 2022 (inception) through June 30, 2022, cash used in operating activities was $0.

Net loss of $3,749 was

affected by deferred offering costs of $220,695 and due to related party of $224,444 provided to operating activities.

of March 31, 2023, we had marketable securities held in the Trust Account of $71,221,220 (including $802,992 of interest income) consisting

of June 30, 2023, we had marketable securities held in the Trust Account of $72,055,901 (including $834,681 of interest income for the

three months ended June 30, 2023) consisting of U.S.

Treasury Bills with a maturity of 185 days or less.

Interest income on the balance in the Trust Account may be used by us to

Through March 31, 2023, we have not withdrawn any interest earned from the Trust Account.

Interest income on the balance

in the Trust Account may be used by us to pay taxes.

Through June 30, 2023, we have not withdrawn any interest earned from the Trust

intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust

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capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

of March 31, 2023, we had cash of $310,950.

of June 30, 2023, we had cash of $220,799.

We intend to use these funds to identify and evaluate target businesses, perform business

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The financial statements do not include any adjustments that might result from the outcome of the

change in cash for the three months ended March 31, 2023 was a decrease of $348,085 and was comprised of cash used in operating activities

change in cash for the six months ended June 30, 2023 was a decrease of $438,236 and was comprised of cash used in operating activities

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2023.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023.

We do not participate

in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest

entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into

any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,

or purchased any non-financial assets.

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

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using a ratio of 56% for the Public Shares and 44% for the non-redeemable shares for the period from January 14, 2022 (inception) through

March 31, 2023, reflective of the respective participation rights.

of March 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted

June 30, 2023, reflective of the respective participation rights.

of June 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted

into common shares and then share in our earnings.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis