What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-06-05 compared with 2023-11-08 · 108 added, 76 removed, 202 unchanged (48% of the section changed)

35 unchanged sentences

merger, share exchange, asset acquisition, share purchase, reorganization or similar transaction (“Business Combination”)

with one or more businesses or entities that we have not yet selected.

While we may pursue an acquisition opportunity in any business,

industry, sector, or geographical location, we intend to focus on industries that complement our management’s background and to

capitalize on the ability of our management team to identify and acquire a business.

We may pursue a transaction in which our shareholders

immediately, prior to completion of our initial Business Combination, would collectively own a minority interest in the combined post-Business

Combination company.

We intend to effectuate our initial Business Combination using cash from the proceeds of our initial public offering

(the “IPO”) and the sale of the private placement warrants, our shares, debt or a combination of cash, equity and debt.

with one or more businesses or entities.

While we may pursue an acquisition opportunity in any business, industry, sector, or geographical

location, we have focused, and intend to focus, on industries that complement our management’s background and to capitalize on

the ability of our management team to identify and acquire a business.

We may pursue a transaction in which our shareholders immediately,

prior to completion of our initial Business Combination, would collectively own a minority interest in the combined post-Business Combination

We intend to effectuate our initial Business Combination using cash from the proceeds of our initial public offering (the “IPO”)

and the sale of the private placement warrants, our shares, debt or a combination of cash, equity and debt.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

2 unchanged sentences

of Operations

of September 30, 2023, the Company had not commenced any operations.

of March 31, 2024, the Company had not commenced any operations.

From February 9, 2021 (inception) until the Company’s initial

public offering on February 23, 2022, the Company’s entire activity was in preparation for an initial public offering, and following

the Company’s IPO through September 30, 2023, the Company’s entire activity has been limited to the search for a prospective

the Company’s IPO through March 31, 2024, the Company’s entire activity has been limited to the search for a prospective

initial Business Combination.

2 unchanged sentences

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

compliance), as well a expenses for due diligence efforts.

compliance), as well as expenses for due diligence efforts.

Our operating expenses consist of general and administrative expenses necessary

to operate and maintain the Company as we pursue one or more Business Combinations.

the three months ended September 30, 2023, we had a net loss of $69,258, which consisted of operating expenses of $324,742, offset by

interest income of $255,484.

the three months ended September 30, 2022, we had a net income of $1,077,216, which consisted of operating expenses of $255,257, offset

by interest income of $1,332,473.

the nine months ended September 30, 2023, we had a net income of $4,614,992, which consisted of operating expenses of $937,553, offset

by interest income of $5,552,545.

the nine months ended September 30, 2022, we had a net income of $1,110,084, which consisted of operating expenses of $662,315 offset

by interest income of $1,772,399.

the three months ended March 31, 2024, we had a net loss of $2,467,101, which consisted of operating expenses of $2,522,678 and interest

expense on debt discount of $183,310, offset by interest income of $234,853 and other income of $4,034.

In 2024 there was $2,000,000

subscription agreement expensed as party of the Business Combination Agreement.

the three months ended March 31, 2023, we had a net income of $2,872,433, which consisted of interest income of $3,196,998, offset by

operating expenses of $324,565.

and Capital Resources

11 unchanged sentences

placement of an additional 625,000 Private Placement Warrants to the Original Sponsor, generating gross proceeds of $937,500.

the nine months ended September 30, 2023, net cash used in operating activities was $496,979, net cash provided by investing activities

was $284,916,127 and net cash used in financing activities was $284,916,127.

the nine months ended September 30, 2022, net cash used in operating activities was $1,372,916, net cash used in investing activities

was $294,687,500 and net cash provided by financing activities was $296,593,545 mainly reflecting the proceeds of the IPO and subsequent

deposit into the Trust Account.

the three months ended March 31, 2024, net cash used in operating activities was $477,791, net cash provided by investing activities

was $0 and net cash provided by financing activities was $477,791.

the three months ended March 31, 2023, net cash used in operating activities was $182,107, net cash used in investing activities was

$0 and net cash provided by financing activities was $0.

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

9 unchanged sentences

business or businesses, make other acquisitions and pursue our growth strategies.

of September 30, 2023, the Company had $280 in its operating bank account, $19,640,501 in securities held in the Trust Account to be

used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of

As of September 30, 2023, $5,552,545 of the amount in the Trust Account is represented as Interest earned on investments held

in the Trust Account.

Company has until May 23, 2024 to consummate an initial Business Combination.

However, if the Company anticipates that it may not be

able to consummate an initial Business Combination prior to May 23, 2024, its shareholders may vote by special resolution to amend the

Company’s amended and restated memorandum and articles of association to extend the period of time that the Company has to consummate

the initial Business Combination (any such extended period of time, an “Extension Period”).

of March 31, 2024, the Company had $0 in its operating bank account, $20,136,022 held in the Trust Account to be used for a Business

Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $2,567,806.

31, 2024, $234,853 of the amount in the Trust Account is represented as interest earned on investments held in the Trust Account.

of March 31, 2024, the Company was a party to a $2,000,000 loan to Visiox Pharmaceuticals as part of the Business Combination Agreement

the loan will be repaid at the date of combination.

Company has until February 17, 2025 to consummate an initial Business Combination.

However, if the Company anticipates that it may not

be able to consummate an initial Business Combination prior to February 17, 2025, its shareholders may vote by special resolution to

amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the period of time that the Company has

to consummate the initial Business Combination (any such extended period of time, an “Extension Period”).

the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating

7 unchanged sentences

Unless the shareholders vote for an additional extension, the remaining life

of the Company as of September 30, 2023 is under 12 months.

of the Company as of March 31, 2024 is under 12 months.

the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could

2 unchanged sentences

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period

of time, which is considered to be one year from the issuance date of the financial statements.

These financial statements do not include

any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should

the Company be unable to continue as a going concern.

of time, which is considered to be one year from the issuance date of the consolidated financial statements.

These consolidated financial

statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that

might be necessary should the Company be unable to continue as a going concern.

Party Transactions

34 unchanged sentences

The Note was paid off in January 2022 after the IPO.

December 21, 2023, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC

(the “Lender”), pursuant to which the Lender loaned an aggregate of $250,000 to the Sponsor, and, in turn, the Sponsor loaned

$250,000 to the Company.

As of March 31, 2024 and December 31, 2023, there was $419,875 and $155,848 in borrowings under the agreement,

respectively.

The debt discount is being amortized to interest expense as a non-cash charge over the term of the loan and transfer liability,

in which is generally the Company’s expected Business Combination date at the time of each draw.

During the three months ended

March 31, 2024, the Company recorded $183,310 of interest expense related to the amortization of the debt discount.

The remaining balance

of the debt discount as of March 31, 2024 amounted to $202,643.

January 2024, the Company entered into Loan and Transfer Agreement between the Company, the Sponsor, Apogee Pharma (the Lender), pursuant

to which the Lender loaned the company an aggregate of $50,000 to the Sponsor, and, in turn, the Sponsor loaned the $50,000 to the Company.

As of March 31, 2024, there was $50,000 in borrowings under the agreement.

The debt discount is being amortized to interest expense as

a non-cash charge over the term of the loan and transfer liability, in which is generally the Company’s expected Business Combination

date at the time of each draw.

During the three months ended March 31, 2024, the Company recorded $92,649 of interest expense related

to the amortization of the debt discount.

The remaining balance of the debt discount as of March 31, 2024 amounted to $202,643.

addition, in order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New

8 unchanged sentences

Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements

exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without

interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of

the post Business Combination entity at a price of $1.50 per warrant.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at

the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business

Combination entity at a price of $1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

As of September 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding.

As of March 31,

2024 and December 31, 2023, $450,000 and $250,000 in Working Capital Loans were outstanding.

Administrative

1 unchanged sentence

to pay an affiliate of the Original Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services.

three months ended September 30, 2023 and 2022, the Company has incurred $30,000 of expenses under this arrangement.

For the nine months

ended September 30, 2023 and 2022, the Company has incurred $90,000 and $70,000, respectively, of expenses under this arrangement.

three months ended March 31, 2024 and 2023, the Company has incurred $30,000 and $30,000, respectively, of expenses under this arrangement.

Underwriting Fees

11 unchanged sentences

As a result, $10,812,500 was recorded to additional

paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying financial statements (see Note 6

to the financial statements contained elsewhere in this Quarterly Report).

of September 30, 2023 and December 31, 2022, $211,937 and $122,689, respectively, has been accrued and shown as ‘Due to affiliate’

paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying condensed consolidated financial

statements (see Note 6 to the condensed consolidated financial statements contained elsewhere in this Quarterly Report).

of March 31, 2024 and December 31, 2023, $268,939 and $238,939, respectively, has been accrued and shown as ‘Due to affiliate’

in the accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.

The amount is due to New Sponsor and will be repaid as soon as practical from the Company’s operating account.

Sheet Arrangements

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 entities or financial partnerships, often referred to as variable interest

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2024.

participate in transactions that create relationships with 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.

3 unchanged sentences

Accounting Policies

preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during

the periods reported.

preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally

accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and

income and expenses during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical accounting

We have identified the

following critical accounting policies:

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’

22 unchanged sentences

Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’

deficit section of our unaudited condensed balance sheets.

(Loss) Income Per Share of Ordinary shares

deficit section of our balance sheets.

Income (loss) Per Share of Ordinary Shares

apply the two-class method in calculating earnings per share.

Net (loss) income per share of the Class A shares, basic and diluted is

calculated by dividing the interest income earned on the Trust Account by the weighted average number of shares of Class A ordinary shares

outstanding since original issuance.

Net (loss) income per share of ordinary shares, basic and diluted, for Class B ordinary shares is

calculated by dividing the net (loss) income, less income attributable to shares of Class A ordinary shares, by the weighted average

number of shares of Class B ordinary shares outstanding for the periods presented.

Net income per share of the Class A ordinary shares, basic and diluted

is calculated by dividing the interest income earned on the Trust Account by the weighted average number of shares of Class A ordinary

shares outstanding since original issuance.

Net income per share of ordinary shares, basic and diluted, for Class B ordinary shares is

calculated by dividing the net income, less income attributable to shares of Class A ordinary shares, by the weighted average number

of shares of Class B ordinary shares outstanding for the periods presented.

Adopted Accounting Standards

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s unaudited condensed financial statements.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires

disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among

other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its condensed consolidated

financial statements and disclosures.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement

3 unchanged sentences

until the earlier of the completion of a Business Combination or the Company’s liquidation.

Accounting Estimates

preparation of financial statements in conformity with U.S.

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 expenses during the reporting periods.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

April 5, 2012, the JOBS Act was signed into law.

6 unchanged sentences

on which adoption of such standards is required for non-emerging growth companies.

As such, our financial statements may not be comparable

to companies that comply with public company effective dates.

As such, our consolidated financial statements may

not be comparable to companies that comply with public company effective dates.

to certain conditions set forth in the JOBS Act, we may not be required to, among other things, (i) provide an auditor’s attestation

2 unchanged sentences

Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or

a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion

and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and

performance and comparisons of executive compensation to median employee compensation.

These exemptions apply for a period of five years

following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.

a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements

(auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive

compensation and performance and comparisons of executive compensation to median employee compensation.

These exemptions apply for a

period of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 unchanged sentence

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