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Item 2. Management’s Discussion and Analysis

2022-11-10 compared with 2022-08-12 · 97 added, 39 removed, 197 unchanged (41% of the section changed)

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Cautionary Note Regarding Forward-Looking

This Quarterly Report on Form 10-Q includes

forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking

statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of

activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such

as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”

“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.

that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

All statements other

than statements of historical fact included in this Quarterly Report on Form 10-Q (the “Quarterly Report”) including, without

limitation, statements under this “Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward- looking

When used in this Quarterly Report, words such as “anticipate,” “believe,” “estimate,”

“expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking

Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information

currently available to, our management.

Actual results could differ materially from those contemplated by the forward-looking statements

as a result of certain factors detailed in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable

to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion

and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial

statements and the notes thereto included in this Quarterly Report under “Item 1 Financial Statements”.

Certain information

contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

We are a blank check company incorporated in

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Liquidity and Going Concern

As of June 30, 2022, we had approximately $236,000

in cash and a working capital deficit of approximately $944,000 (not taking into account approximately $299,000 of taxes that may be

paid using interest income from the Trust Account).

As of September 30, 2022, we had approximately

$323,000 in cash and a working capital deficit of approximately $1.9 million (not taking into account approximately $373,000 of taxes

that may be paid using interest income from the Trust Account).

Subsequent to the consummation of the Initial

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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 our investments held in the Trust Account was requested and released to us in order to pay our tax

In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate

of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us with Working Capital Loans.

September 30, 2022 and December 31, 2021, there were no Working Capital Loans outstanding.

We have incurred and expect to incur significant

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of assets or liabilities should we be required to liquidate after December 28, 2022.

Various social and political circumstances in

the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United

States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and

other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes,

tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or

deterioration in the United States and worldwide.

Specifically, the rising conflict between Russia and Ukraine, and resulting market

volatility could adversely affect our Company’s ability to complete a business combination.

In response to the conflict between

Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia.

the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse

effect on our ability to complete a business combination and the value of the Company’s securities.

Management continues to evaluate the impact of

the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the unaudited condensed

financial statements.

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

of this uncertainty.

these types of risks and has concluded that while it is reasonably possible that these risks and uncertainties could have a negative

effect on our Company’s financial position, results of its operations and/or search for a target company, the specific impact is

not readily determinable as of the date of the accompanying unaudited condensed financial statements.

The unaudited condensed financial

statements 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 occur 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 our 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 to us 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 our ability to complete a Business Combination.

Results of Operations

Our entire activity since inception up to June

Our entire activity since inception up to September

30, 2022, was in preparation for our formation and the Initial Public Offering.

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the closing and completion of our initial Business Combination.

For the three months ended June 30, 2022, we

had net income of approximately $2.8 million, which consisted of approximately $2.8 million in income from the change in fair value of

derivative warrant liabilities and approximately $330,000 in gain on investments held in the Trust Account, partly offset by approximately

$234,000 in general and administrative expenses, approximately $65,000 in franchise tax expense and approximately $11,000 in income tax

For the three months ended June 30, 2021, we

had a net loss of approximately $4.3 million, which consisted of approximately $2.9 million in losses from the changes in fair value

of derivative warrant liabilities, approximately $1.4 million in general and administrative expenses and approximately $50,000 in franchise

tax expense, partly offset by approximately $6,000 in gain on investments held in the Trust Account.

For the six months ended June 30, 2022, we had

net income of approximately $9.5 million, which consisted of approximately $9.9 million in income from the change in fair value of derivative

warrant liabilities, and approximately $344,000 in gain on investments held in the Trust Account, partly offset by approximately $573,000

in general and administrative expenses, approximately $114,000 in franchise tax expense and approximately $11,000 in income tax expenses.

For the six months ended June 30, 2021, we had

net income of approximately $6.7 million, which consisted of approximately $8.6 million in income from the change in fair value of derivative

warrant liabilities and approximately $11,000 in gain on investments held in the Trust Account, partly offset by approximately $1.7 million

For the three months ended September 30, 2022,

we had net income of approximately $1.0 million, which consisted of approximately $1.3 million in income from the change in fair value

of derivative warrant liabilities and approximately $1.1 million in gain on investments held in the Trust Account, partly offset by approximately

$1.1 million in general and administrative expenses, approximately $56,000 in franchise tax expense and approximately $213,000 in income

tax expenses.

For the three months ended September 30, 2021,

we had net income of approximately $6.0 million, which consisted of approximately $6,000 in interest income earned on the Trust Account

and approximately a $6.2 million gain from changes in fair value of derivative warrant liabilities, partially offset by approximately

$198,000 in general and administrative expenses and approximately $50,000 in franchise tax expenses.

For the nine months ended September 30, 2022,

we had net income of approximately $10.5 million, which consisted of approximately $11.2 million in income from the change in fair value

of derivative warrant liabilities, and approximately $1.4 million in gain on investments held in the Trust Account, partly offset by

approximately $1.7 million in general and administrative expenses, approximately $170,000 in franchise tax expense and approximately

$224,000 in income tax expenses.

For the nine months ended September 30, 2021,

we had net income of approximately $12.7 million, which consisted of approximately $17,000 in interest income earned on the Trust Account

and approximately a $14.8 million gain from changes in fair value of derivative warrant liabilities, partly offset by approximately $1.9

million in general and administrative expenses and approximately $150,000 in franchise tax expenses.

Contractual Obligations

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of uncertain future events.

Accordingly, as of June 30, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject

Accordingly, as of September 30, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject

to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of our condensed balance

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

Net Income (Loss) Per Common Stock

Net Income Per Common Stock

We comply with accounting and disclosure requirements

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Combination as the most likely outcome.

Net income (loss) per common share is calculated by dividing net income (loss) by the weighted

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

Net income per common share 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

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ability to complete an initial Business Combination.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures

About Market Risk

We are a smaller reporting company as defined

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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