What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-03 compared with 2023-08-11 · 68 added, 71 removed, 133 unchanged (51% of the section changed)

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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.

Commission (the “SEC”) on March 31, 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 June 30, 2023 has been related to our formation, the Initial Public Offering

Our entire activity up to September 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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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.

the three months ended September 30, 2023, we had a net income of $755,988, which consists of interest earned on marketable securities

held in Trust Account and bank interest income of $954,809, offset by formation and operating costs of $198,821.

the nine months ended September 30, 2023, we had a net income of $2,105,442, which consists of interest earned on marketable securities

held in Trust Account and bank interest income of $2,592,636, offset by formation and operating costs of $487,194.

Capital Resources, and Going Concern

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to the Sponsor and EBC (365,000 private units to Sponsor and 25,000 private units to EBC), generating gross proceeds of $3,900,000.

December 29, 2022, our Underwriter fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an

aggregate amount of $9,000,000.

In connection with the underwriter’s full exercise of their over-allotment option, the Company

also consummated the sale of an additional 40,500 Private Units at $10.00 per Private Unit, generating total proceeds of $405,000.

December 29, 2022, EBC fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate

amount of $9,000,000.

In connection with the EBC’s full exercise of their over-allotment option, the Company also consummated the

sale of an additional 40,500 Private Units at $10.00 per Private Unit, generating total proceeds of $405,000.

the full exercise of over-allotment option, and the sale of the Private Units, an amount of $70,380,000 ($10.20 per Unit) was placed

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or (ii) the distribution of the trust account.

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

the nine months ended September 30, 2023, cash used in operating activities was $601,192.

Net income of $2,105,442 was affected by interest

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of $181,703 and changes in prepaid expenses of $67,530 provided to operating activities.

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 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.

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

Net loss of $3,749

was affected by deferred offering costs of $356,164, accounts payable and accrued offering costs and expenses of $67,740, and due to

related party of $292,173 provided to operating activities.

of September 30, 2023, we had marketable securities held in the Trust Account of $73,010,689 (including $954,788 of interest income for

the three months ended September 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 pay taxes.

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

Interest income on

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

Through September 30, 2023, we have not withdrawn any interest earned

from the Trust Account.

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

of September 30, 2023, we had cash of $57,843.

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

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third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust

do not believe we will need to raise additional funds following the IPO in order to meet the expenditures required for operating our

However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating

an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate

our business prior to our initial business combination.

Moreover, we may need to obtain additional financing either to complete our initial

business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial

business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

addition, we are targeting businesses larger than we could acquire with the net proceeds of the IPO and the sale of the Private Units,

and may as a result be required to seek additional financing to complete such proposed initial business combination.

Subject to compliance

with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination.

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced

to cease operations and liquidate the trust account.

In addition, following our initial business combination, if cash on hand is insufficient,

we may need to obtain additional financing in order to meet our obligations.

our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial

business combination.

Moreover, we may need to obtain additional financing either to complete our initial business combination or because

we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination, in which

case we may issue additional securities or incur debt in connection with such business combination.

In addition, we are targeting businesses

larger than we could acquire with the net proceeds of the IPO and the sale of the Private Units, and may as a result be required to seek

additional financing to complete such proposed initial business combination.

Subject to compliance with applicable securities laws, we

would only complete such financing simultaneously with the completion of our initial business combination.

If we are unable to complete

our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate

the trust account.

In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations.

is no assurance that our plans to consummate a business combination will be successful within the combination period.

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2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management

believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain

operations for a period of at least one-year from the issuance date of this financial statement.

However, management has determined that

the combination period is less than one year from the date of the issuance of the financial statements.

There is no assurance that the

Company’s plans to consummate a business combination will be successful within the combination period.

As a result, there is substantial

doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are

issued or are available to be issued.

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

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

believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of the initial

Business Combination or one year from the issuance date of this financial statements.

There is no assurance that the Company’s

plan to consummate a business combination will be successful.

As a result, there is substantial doubt about the entity’s ability

to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued.

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

change in cash for the nine months ended September 30, 2023 was a decrease of $601,192 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 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.

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

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.

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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Income (Loss) per Common Share

comply with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per

The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable

share following the two-class method of income per share.

In order to determine the net income (loss) attributable to both the public

redeemable shares and non-redeemable shares, we first considered the total income (loss) allocable to both sets of shares.

This is calculated

using the total net income (loss) less any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement

of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to our public

shareholders.

Subsequent to calculating the total income (loss) allocable to both sets of shares, we split the amount to be allocated

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

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

comply with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC 260, Earnings

The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per

non-redeemable share following the two-class method of income per share.

In order to determine the net income (loss) attributable to

both the public redeemable shares and non-redeemable shares, we first considered the total income (loss) allocable to both sets of

This is calculated using the total net income (loss) less any dividends paid.

For purposes of calculating net income (loss)

per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered

to be dividends paid to our public shareholders.

Subsequent to calculating the total income (loss) allocable to both sets of shares,

we split the amount to be allocated using a ratio of 75% for the Public Shares and 25% for the non-redeemable shares for three and

nine months ended September 30, 2023, reflective of the respective participation rights.

of September 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