What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-11 compared with 2022-05-18 · 45 added, 30 removed, 113 unchanged (40% of the section changed)

32 unchanged sentences

of Operations and Known Trends or Future Events

entire activity since inception up to March 31, 2022 relates to our formation, our initial public offering and, since the closing of

the initial public offering, a search for a business combination candidate.

We will not be generating any operating revenues until the

closing and completion of our initial business combination, at the earliest.

the three months ended March 31, 2022, we had a net loss of $253,536, which consisted primarily of $263,718 of general

and administrative expenses.

and Capital Resources

indicated in the accompanying financial statements, at March 31, 2022, we had $964,602 in cash and working capital of $1,446,249.

the three months ended March 31, 2022, the net increase in cash was $916,047.

entire activity since inception up to June 30, 2022 relates to our formation, our initial public offering and, since the closing of the

initial public offering, a search for a business combination candidate.

We will not be generating any operating revenues until the closing

and completion of our initial business combination, at the earliest.

the three and six months ended June 30, 2022, we had a net loss of $117,539 and $371,075, respectively, which consisted primarily of

general and administrative expenses partially offset by interest income on Trust assets.

Capital Resources and Going Concern

indicated in the accompanying financial statements, at June 30, 2022, we had $837,687 in cash and working capital of $1,317,085.

the six months ended June 30, 2022, the net increase in cash was $789,132.

Cash used in operating activities was $819,400 and was

primarily the result of a net loss of $253,536 and change in prepaid expenses of $605,084 Cash used in investing activities

was $134,895,000 and was the result of funds deposited into the trust account.

Cash provided by financing activities was $136,503,532

and was primarily related to the initial public offering.

mainly the result of a net loss of $371,075, interest income earned on trust assets of $201,767, change in accrued formation and

offering costs of $15,449, and change in prepaid expenses of $478,716 partially offset by change in deferred offering costs of $108,962 and

accrued expenses of $138,645.

Cash used in investing activities was $134,895,000 and was the result of funds deposited into the

trust account.

Cash provided by financing activities was $136,503,532 and was primarily related to the initial public

February 7, 2022 Company consummated its initial public offering of 11,500,000 units (the “Units”).

14 unchanged sentences

Account and a portion was used to pay offering expenses including the non-deferred underwriting discount related to the Offering.

In connection with the Company’s assessment of going concern considerations

in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern,” 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.

Additionally, the Company has incurred and expects to incur significant costs in pursuit

of its acquisition plans.

As a result, these factors raise substantial doubt

about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that might result

from the outcome of the uncertainty.

Sheet Arrangements;

1 unchanged sentence

Quarterly Results

of March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not

have any commitments or contractual obligations.

of June 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have

any commitments or contractual obligations.

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

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liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

the Company’s control) are classified as temporary equity.

At all other times, common stock is classified as stockholders’

The shares of the Company’s Class A common stock feature certain redemption rights that are considered by the Company to

be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at March 31, 2022, the

shares of Class A common stock subject to possible redemption in the amount of $134,895,000 are presented as temporary equity, outside

of the stockholders’ deficit section of the Company’s balance sheet.

Conditionally redeemable common stock (including common stock that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within the Company’s control) are classified as temporary equity.

At all other times, common stock is classified as

stockholders’ equity.

The shares of the Company’s Class A common stock feature certain redemption rights that are

considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at June 30, 2022 and December 31, 2021, the shares of Class A common stock subject to possible redemption in the amount

of $134,996,767 and $0, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the

Company’s balance sheet.

Loss per Common Share

6 unchanged sentences

calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with

the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants (13,979,000) is contingent

upon the occurrence of future events.

As of March 31, 2022, the Company did not have any dilutive securities or other contracts that

could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted net

income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants (13,979,000) is contingent upon the

occurrence of future events.

As of June 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially,

be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted net income (loss) per

common share is the same as basic net income (loss) per common share for the periods presented.

Financial Instruments

18 unchanged sentences

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