What changed in this filing

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Item 1. Financial Statements

2022-11-10 compared with 2022-08-12 · 197 added, 143 removed, 713 unchanged (32% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets:

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$ 230,999,037

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit:

Liabilities, Class A Common Stock Subject

to Possible Redemption and Stockholders’ Deficit:

Current liabilities:

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Class A common stock subject to possible redemption, $ 0.0001 par value;

23,000,000 shares issued and outstanding at $ 10.00 per share at redemption as of June 30, 2022 and December 31, 2021

23,000,000 shares issued and outstanding at approximately $ 10.03 and $ 10.00 per share at redemption as of September 30, 2022 and December 31, 2021, respectively

Stockholders’ Deficit:

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100,000,000 shares authorized;

no non-redeemable shares issued or outstanding as of June 30, 2022 and December 31, 2021

no non-redeemable shares issued or outstanding as of September 30, 2022 and December 31, 2021

Class B common stock, $ 0.0001 par value;

10,000,000 shares authorized;

5,750,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021

5,750,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021

Additional paid-in capital

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( 20,143,930 )

Total stockholders' deficit

Total stockholders’

( 10,306,408 )

( 20,143,355 )

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit

Total Liabilities,

Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit

$ 231,446,113

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UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

General and administrative expenses

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( 1,862,293 )

( 2,070,688 )

Other income (expense)

Change in fair value of derivative warrant liabilities

( 2,901,000 )

Interest Gain on investments held in Trust Account

Gain on investments held in Trust Account

Income (loss) before income tax expense

( 4,298,692 )

Income tax expense

Net income (loss)

$ ( 4,298,692 )

Weighted average shares outstanding of Class A common stock

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STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Stockholders’

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$ ( 10,622,664 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Increase in redemption value of

Class A common stock subject to redemption

Balance - September 30, 2022 (unaudited)

$ ( 10,306,983 )

$ ( 10,306,408 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Stockholders’

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$ ( 25,025,840 )

Balance - September 30, 2021 (unaudited)

$ ( 19,048,122 )

$ ( 19,047,547 )

The accompanying notes are an integral part

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UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

For the Nine Months Ended

September 30,

Cash Flows from Operating Activities:

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( 14,776,500 )

Interest Gain on investments held in Trust Account

Gain on investments held in Trust Account

( 1,412,646 )

Changes in operating assets and liabilities:

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Net cash used in operating activities

Cash Flows from Investing Activities

Cash withdrawn from Trust Account to pay franchise and income taxes

Net cash provided by investing activities

Cash Flows from Financing Activities:

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Cash - end of the period

Supplemental cash flow information:

Cash withdrawn to pay tax liabilities

The accompanying notes are an integral part

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all of the risks associated with early stage and emerging growth companies.

As of June 30, 2022, the Company has not commenced

any operations.

All activity for the period from September 18, 2020 (inception) through June 30, 2022, has been related to the Company’s

formation and the initial public offering (“Initial Public Offering”) described below, and since the offering, the search

for a prospective initial Business Combination.

The Company will not generate any operating revenue until after the completion of its

initial Business Combination, at the earliest.

The Company generates non-operating income in the form of income earned on investments

held in the Trust Account (as defined below) and is subject to non-cash fluctuations for changes in the fair value of derivative warrant

liabilities in its unaudited condensed statements of operations.

As of September 30, 2022, the Company has not

commenced any operations.

All activity for the period from September 18, 2020 (inception) through September 30, 2022, has been related

to the Company’s formation and the initial public offering (“Initial Public Offering”) described below, and since the

offering, the search for a prospective initial Business Combination.

The Company will not generate any operating revenue until after

the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of income

earned on investments held in the Trust Account (as defined below) and is subject to non-cash fluctuations for changes in the fair value

of derivative warrant liabilities in its unaudited condensed statements of operations.

The Company’s fiscal year end is December

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of the Investment Company Act, with a maturity of 185 days or less, or in any money market funds meeting certain conditions of Rule 2a-7

of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S, government

of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S.

treasury obligations until the earlier of:

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Liquidity and Going Concern

As of June 30, 2022, the Company had approximately

$ 236,000 of cash in its operating account and a working capital deficit of approximately $ 944,000 (excluding tax obligations of approximately

As of September 30, 2022, the Company had approximately

$ 323,000 of cash in its operating account and a working capital deficit of approximately $ 1.9 million (excluding tax obligations of approximately

$ 373,000 that may be paid using investment income earned in Trust Account).

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Offering and the Private Placement held outside of the Trust Account.

Additionally, during the three and nine months ended September

30, 2022, approximately $ 401,000 of the interest earned on the investments held in the Trust Account was requested and released from

the Trust Account in order to pay the Company’s tax obligations.

In addition, in order to finance transaction costs in connection

with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but

are not obligated to, provide the Company Working Capital Loans (as defined in Note 4).

As of September 30, 2022 and December 31, 2021,

there were no Working Capital Loans outstanding.

The Company has incurred and expects to incur

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December 28, 2022.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2-Basis of Presentation and Summary of

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periods presented.

Operating results for the three and six months ended June 30, 2022, are not necessarily indicative of the results

Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results

that may be expected through December 31, 2022 or any future period.

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Company with the SEC on April 1, 2022.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Emerging Growth

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could differ from those estimates.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Concentration

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Deposit Insurance Corporation limit of $ 250,000 , and any investments held in the Trust Account.

As of June 30, 2022 and December 31,

2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks

on such accounts.

The Company’s investments held in the Trust Account as of June 30, 2022 and December 31, 2021 are comprised of

investments in U.S.

Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise

As of September 30, 2022 and December

31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant

risks on such accounts.

The Company’s investments held in the Trust Account as of September 30, 2022 and December 31, 2021 are

comprised of investments in U.S.

Treasury securities with an original maturity of 185 days or less or investments in money market funds

that comprise only U.S.

treasury securities money market funds.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Cash and Cash

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The Company had no cash equivalents held outside

the Trust Account as of June 30, 2022 and December 31, 2021.

the Trust Account as of September 30, 2022 and December 31, 2021.

Held in the Trust Account

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These tiers consist of:

● Level 1, defined as observable

inputs such as quoted prices for identical instruments in active markets;

● Level 2, defined as inputs other

than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments

in active markets or quoted prices for identical or similar instruments in markets that are not active;

● Level 3, defined as unobservable

inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived

from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

1, defined as observable inputs such as quoted prices for identical instruments in active

2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring

an entity to develop its own assumptions, such as valuations derived from valuation techniques

in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure

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categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Offering Costs

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the creation of current liabilities.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Warrant Liabilities

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and subject to occurrence of uncertain future events.

Accordingly, as of June 30, 2022 and December 31, 2021, 23,000,000 shares of Class

A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section

of the Company’s condensed balance sheets.

Accordingly, as of September 30, 2022 and December 31, 2021, 23,000,000 shares

of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit

section of the Company’s condensed balance sheets.

Under ASC 480-10-S99, the Company has elected

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to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

(Loss) Per Share of Common Stock

The Company complies with accounting and

disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are

referred to as Class A common stock and Class B common stock.

Income and losses are shared pro rata between the two classes of

This presentation assumes a Business Combination as the most likely outcome.

Net income (loss) per share of common stock is

calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the respective

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The calculation of diluted net income per

common share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private

Placement to purchase an aggregate of 18,850,000 shares of Class A common stock in the calculation of diluted income per common

share, because their exercise is contingent upon future events.

As a result, diluted net income per common share is the same as

basic net income per common share for the three months ended June 30, 2022 and 2021, and for the six months ended June 30, 2022 and 2021.

Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value

approximates fair value.

Per Share of Common Stock

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as

Class A common stock and Class B common stock.

Income and losses are shared pro rata between the two classes of shares.

This presentation

assumes a Business Combination as the most likely outcome.

Net income per share of common stock is calculated by dividing net income

by the weighted average number of shares of common stock outstanding for the respective period.

The calculation of diluted net income per common

share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to

purchase an aggregate of 18,850,000 shares of Class A common stock in the calculation of diluted income per common share, because their

exercise is contingent upon future events.

As a result, diluted net income per common share is the same as basic net income per common

share for the three and nine months ended September 30, 2022 and 2021.

Accretion associated with the redeemable Class A common stock

is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation

of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Basic and diluted net income (loss) per common share:

Allocation of net income (loss)

$ ( 3,438,954 )

$ ( 859,738 )

For the Three Months Ended September

Basic and diluted net income per common share:

Allocation of net income

Basic and diluted weighted average common shares outstanding

Basic and diluted net income (loss)

per common share

Basic and diluted net income per common share

For the Nine Months Ended September

Basic and diluted net income per common share:

Allocation of net income

Basic and diluted weighted average common shares outstanding

Basic and diluted net income per common share

The Company follows the asset and liability method

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assets to the amount expected to be realized.

As of June 30, 2022 and December 31, 2021, deferred taxes were offset by their full valuation

As of September 30, 2022 and December 31, 2021, deferred taxes were offset by their full

valuation allowances.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

ASC 740 prescribes a recognition threshold and

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one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4-Related Party Transactions

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of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Related Party

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would be used to repay the Working Capital Loans.

As of June 30, 2022 and December 31, 2021, the Company had no Working Capital Loans

As of September 30, 2022 and December 31, 2021, the Company had no Working Capital

Loans outstanding.

Administrative

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of the Company.

In the three months ended June 30, 2022 and 2021, the Company incurred and expensed approximately $ 30,000 in expenses

In the three months ended September 30, 2022 and 2021, the Company incurred and expensed approximately $ 30,000 in expenses

for these services.

In the six months ended June 30, 2022 and 2021, the Company incurred and expensed approximately $ 60,000 and $ 61,000 ,

In the nine months ended September 30, 2022 and 2021, the Company incurred and expensed approximately $ 90,000 and

$ 91,000 , respectively, in expenses for these services.

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unaudited condensed statements of operations.

There was no outstanding balance for such services as of June 30, 2022 and December 31,

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

There was no outstanding balance for such services as of September 30, 2022 and December

Due to Related Party

In the three and six months ended June 30, 2022,

In the three and nine months ended September

30, 2022, the Sponsor paid certain expenses on behalf of the Company.

As of June 30, 2022, the outstanding balance for such advances were approximately

$ 21,000 , which was included in due to related party in current liabilities on the accompanying condensed balance sheets.

There were no

such advances outstanding as of December 31, 2021.

As of September 30, 2022, the outstanding balance for such advances

were approximately $ 33,000 , which was included in due to related party in current liabilities on the accompanying condensed balance sheets.

There were no such advances outstanding as of December 31, 2021.

Note 5-Commitments & Contingencies

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in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Uncertainties

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do not include any adjustments that might result from the outcome of this uncertainty.

On August 16, 2022, the Inflation Reduction Act

of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise

tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly

traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself,

not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the

shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are

permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same

taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”)

has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension

vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection

with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the

redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination,

(iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise

issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the

content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and

not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause

a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business

Note 6-Derivative Warrant Liabilities

As of September 30, 2022 and December 31, 2021,

the Company had 11,500,000 Public Warrants and 7,350,000 Private Placement Warrants outstanding.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 6-Derivative Warrant Liabilities

As of June 30, 2022 and December 31, 2021, the

Company had 11,500,000 Public Warrants and 7,350,000 Private Placement Warrants outstanding.

The Public Warrants will become exercisable on

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the warrants may expire worthless.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Once the Warrants become exercisable, the Company

may redeem the outstanding Warrants (except for the Private Placement 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 (the “30-day redemption period”);

● if, and only if, the last reported

sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable

and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

whole and not in part;

a price of $0.01 per Warrant;

a minimum of 30 days’ prior written notice of redemption (the “30-day redemption

and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations

and the like) for any 20 trading days within a 30-trading day period commencing once the

Warrants become exercisable and ending on the third trading day prior to the date on which

the Company sends the notice of redemption to the warrant holders.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will not redeem the warrants unless

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Class A common stock are entitled to one vote for each share.

As of June 30, 2022 and December 31, 2021, there were 23,000,000 shares

As of September 30, 2022 and December 31, 2021, there were 23,000,000 shares

of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in

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Accretion of carrying value to redemption value

Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, December 31, 2021

Increase in redemption value of Class A common stock subject

to redemption

Class A common stock subject to possible redemption, September 30, 2022

$ 230,684,703

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authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

As of June 30, 2022 and December 31, 2021,

As of September 30, 2022 and December

31, 2021, there were no shares of preferred stock issued or outstanding.

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is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of June 30, 2022 and December

31, 2021, there were 23,000,000 shares of Class A common stock outstanding, including 23,000,000 shares of Class A common stock subject

to possible redemption that were classified as temporary equity in the accompanying condensed balance sheets (see Note 7).

As of September 30, 2022 and

December 31, 2021, there were 23,000,000 shares of Class A common stock outstanding, including 23,000,000 shares of Class A common stock

subject to possible redemption that were classified as temporary equity in the accompanying condensed balance sheets (see Note 7).

HOLDINGS, INC.

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is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

As of June 30, 2022 and December

31, 2021, there were 5,750,000 shares of Class B common stock outstanding with no shares subject to forfeiture.

As of September 30, 2022 and

December 31, 2021, there were 5,750,000 shares of Class B common stock outstanding with no shares subject to forfeiture.

Holders of the Company’s Class B common

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hierarchy of the valuation techniques that the Company utilized to determine such fair value.

June 30, 2022

Quoted Prices in

Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

September 30, 2022

Investments held in Trust Account - U.

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December 31, 2021

Quoted Prices in

Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Investments held in Trust Account - Mutual Funds

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Derivative warrant liabilities - Private Placement

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Transfers to/from Levels 1, 2, and 3 are recognized

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There were no transfers to/from

Levels 1, 2, and 3 during the six months ended June 30, 2022.

Levels 1, 2, and 3 during the nine months ended September 30, 2022.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Level 1 instruments include investments in U.S.

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on the listed market price of such warrants, a Level 1 measurement, since the three months ended March 31, 2021 reporting period.

the three months ended June 30, 2022 and 2021, the Company recognized a benefit/(charge) of approximately $ 2.8 million and ($ 2.9 million),

respectively, resulting from a decrease/(increase) in the fair value of the derivative warrant liabilities and presented as change in

fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations.

In the six months ended

June 30, 2022 and 2021, the Company recognized a benefit of approximately $ 9.9 million and $ 8.6 million, respectively, resulting from

a decrease in the fair value of the derivative warrant liabilities and presented as change in fair value of derivative warrant liabilities

the three months ended September 30, 2022 and 2021, the Company recognized a benefit of approximately $ 1.3 million and $ 6.2 million,

respectively, resulting from a decrease in the fair value of the derivative warrant liabilities and presented as change in fair value

of derivative warrant liabilities on the accompanying unaudited condensed statements of operations.

In the nine months ended September

30, 2022 and 2021, the Company recognized a benefit of approximately $ 11.2 million and $ 14.8 million, respectively, resulting from a

decrease in the fair value of the derivative warrant liabilities and presented as change in fair value of derivative warrant liabilities

on the accompanying unaudited condensed statements of operations.

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regarding Level 3 fair value measurements inputs at their measurement dates:

Time to M&A (Yr)

September 30,

Time to M&A (Year)

Risk-free rate

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The changes in the fair value of the Level 3

derivative warrant liabilities for the six months ended June 30, 2022 and 2021, are summarized as follows:

derivative warrant liabilities for the nine months ended September 30, 2022 and 2021, are summarized as follows:

Derivative warrant liabilities at January 1,

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Derivative warrant liabilities at June 30,

Change in fair value of derivative warrant liabilities

( 2,425,500 )

Derivative warrant liabilities at September 30,

Note 11-Subsequent Events

On July 26, 2022, the Company requested from

its trustee, Continental Stock Transfer & Trust Company, to release approximately $ 276,000 of the interest earned on the investments

held in the Trust Account from the Trust Account in order to pay the Company’s franchise taxes.

The Company evaluated subsequent events and

transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements

were issued and determined that there have been no other events that have occurred that would require adjustments to the disclosures

in the unaudited condensed financial statements.

The Company evaluated subsequent events and transactions

that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued and

determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed

financial statements.

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 1. Financial Statements