What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-03-28 compared with 2022-03-29 · 154 added, 186 removed, 106 unchanged (76% of the section changed)

36 unchanged sentences

purposes and other disadvantages compared to our competitors who have less debt.

indicated in the accompanying financial statements, at December 31, 2021, we had $48,555 cash and deferred offering costs of $108,962.

Further, we expect to continue to incur significant costs in the pursuit of our initial business combination plans.

We cannot assure

you that our plans to raise capital or to complete our initial business combination will be successful.

indicated in the accompanying financial statements, at December 31, 2022 and December 31, 2021, we had $345,777 and $48,555 in cash,

respectively and deferred offering costs of $0 and $108,962, respectively.

Additionally, the underwriters are entitled to a deferred

fee of $0.35 per Unit, or $4,628,750.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account

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

expect to continue to incur significant costs in the pursuit of our initial business combination plans.

We cannot assure you that our

plans to raise capital or to complete our initial business combination will be successful.

November 8, 2022, we entered into an agreement and plan of merger (together with an amendment entered into on January 27, 2023, the “Merger

Agreement”) with Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (“Conduit”) and Conduit Merger

Sub, Inc., a Cayman Islands exempted company and our wholly owned subsidiary.

If the Merger Agreement is approved by our stockholders

and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into Conduit, with Conduit surviving

the merger as our wholly owned subsidiary (the “Merger”).

Upon the closing of the Merger, it is anticipated that we will

change our name to “Conduit Pharmaceuticals Inc.” Our board of directors has (i) approved and declared advisable the Merger

Agreement, the related ancillary agreements thereto and the transactions contemplated thereby and (ii) resolved to recommend approval

of the Merger Agreement and related transactions by our stockholders.

to the Merger Agreement, the outstanding ordinary shares (including the shares issued upon conversion of all outstanding convertible

debt, which conversion shall have occurred prior to the consummation of the Merger Agreement) of Conduit will be converted into an aggregate

of 65,000,000 shares of our newly issued common stock, with each such outstanding Conduit ordinary share (including the ordinary shares

issued upon conversion of all outstanding convertible debt, which conversion shall have occurred prior to the consummation of the Merger

Agreement) converted into newly issued shares of our common stock on a pro rata basis.

connection with the transactions contemplated by the Merger Agreement, we entered into a subscription agreement (the “Subscription

Agreement”) with an investor.

Pursuant to the Subscription Agreement, the investor has agreed to purchase $27 million (the “Private

Placement”) units of our securities, with each unit consisting of (i) one share of common stock and (ii) one warrant to purchase

one share of common stock, for a purchase price of $10.00 per unit.

The Subscription Agreement contains registration rights, pursuant

to which within 15 business days after the closing, we will use reasonable best efforts to file with the U.S.

Securities and Exchange

Commission (the “SEC”) a registration statement registering the resale of the shares of common stock included in the units

and issued and issuable upon exercise of the warrants.

The closing of the Private Placement is conditioned on, among other things, the

closing of the Conduit Business Combination.

2023 Extension

we were required to complete our initial business combination transaction by 12 months from the consummation of our initial public offering

or up to 18 months if we extended the period of time to consummate a business combination in accordance with our Certificate of Incorporation.

On January 26, 2023, at a special meeting of our stockholders, our stockholders approved a proposal to amend our certificate of incorporation

to allow us to extend, at our election, the date by which we have to consummate a business combination up to 12 times, each such extension

for an additional one month period, from February 7, 2023, to February 7, 2024.

Our stockholders also approved a related proposal to

amend the trust agreement allowing us to deposit into the Trust Account, for each one-month extension, one-third of 1% of the funds remaining

in the Trust Account following the redemptions made in connection with the approval of the extension proposal at the special meeting.

At the special meeting our stockholders also approved a proposal to amend our certificate of incorporation to expand the methods that

we may employ to not become subject to the “penny stock” rules of the SEC.

connection with such proposals, our public stockholders had the right to redeem their shares for cash equal to their pro rata share of

the aggregate amount on deposit in the Trust Account as of two days prior to such stockholder vote.

Our public stockholders holding 11,037,272

shares of Class A common stock (out of a total of 13,979,000 shares of Class A common stock) exercised their right to redeem such shares

at a redemption price of approximately $10.33 per share.

Approximately $114 million in cash was removed from the Trust Account to pay

such stockholders and, accordingly, after giving effect to such redemptions, the balance in the Trust Account was approximately $23 million.

a result of the approval of such proposals, we agreed to deposit into the trust account one-third of 1% of the funds then on deposit

in the trust account for each month of the extension period, resulting in a monthly contribution of approximately $0.035 per share that

was not redeemed in connection with the special meeting, or an aggregate of approximately $77,000 per month, and an aggregate of $924,000

(the “Maximum Contribution”) if the date we have to consummate a business combination is extended 12 times, each assuming

no interest is earned on the funds in the trust account.

of Operations and Known Trends or Future Events

have neither engaged in any operations nor generated any revenues to date.

Our only activities from inception to December 31, 2021 were

organizational activities and those necessary to consummate our initial public offering.

We do not expect to generate any operating revenues

until after the completion of our business combination.

We expect to generate non-operating income in the form of interest income on

cash and marketable securities held after our initial public offering.

We expect to incur increased expenses as a result of being a public

company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

the year ended December 31, 2021, we had a net loss of $4,381 which consists of formation costs.

and Capital Resources

indicated in the accompanying financial statements, at December 31, 2021, we had $48,555 in cash and a working capital deficit

of $88,343 (excluding deferred offering costs).

We have incurred and expect to continue to incur significant costs in pursuit of

our financing and acquisition plans.

We cannot assure you that our plans to raise capital or to consummate an initial business combination

will be successful.

These factors, among others, raise substantial doubt about our ability to continue as a going concern.

liquidity needs have been satisfied prior to the completion of our initial public offering through a capital contribution from our sponsor

of $25,000 for the founder shares and up to $300,000 in loans available from our sponsor under an unsecured promissory note.

net proceeds of $136,460,000 from (i) the sale of the units in the initial public offering, after deducting offering expenses of approximately

$685,000, underwriting commissions of $3,450,000 (excluding deferred underwriting commissions of $4,628,750), and (ii) the sale of the

placement units for a purchase price of $7,540,000.

Of this amount, $134,895,000 is held in the Trust Account.

The proceeds held in the

Trust Account will be invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds

meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

The remaining approximately $1,565,000 are not held in the Trust Account.

In the event that our offering expenses exceed our estimate

of $1,565,000, we may fund such excess with funds not to be held in the Trust Account.

In such case, the amount of funds we intend to

be held outside the Trust Account would decrease by a corresponding amount.

Conversely, in the event that the offering expenses are less

than our estimate of $1,565,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding

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

Account, to complete our initial business combination.

We may withdraw interest to pay taxes.

We estimate our annual franchise tax obligations,

based on the number of shares of our common stock authorized and outstanding after the completion of our initial public offering, to

be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay

from funds from the initial public offering held outside of the Trust Account or from interest earned on the funds held in our Trust

Account and released to us for this purpose.

Our annual income tax obligations will depend on the amount of interest and other income

earned on the amounts held in the Trust Account.

We expect the interest earned on the amount in the Trust Account will be sufficient

to pay our income taxes.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our

initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations

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

to the completion of our initial business combination, we will have available to us the approximately $1,565,000 of proceeds held outside

the Trust Account.

We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective

target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives

or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete

an initial business combination.

order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,

our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a

non-interest bearing basis as may be required.

If we complete our initial business combination, we would repay such loaned amounts.

the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account

to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,150,000 of such loans

may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.

The units would be identical to the placement units.

Other than as described above, the terms of such loans by our officers and directors,

if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties

other than our sponsor or an affiliate of our sponsor as we do not believe 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 Account.

expect our primary liquidity requirements during that period to include approximately $500,000 legal, accounting, due diligence, travel,

and other expenses in connection with any business combination;

$150,000 for legal and accounting fees related to regulatory reporting

obligations $120,000 for Payment for office space, utilities and secretarial and administrative support ($10,000 per month for up to

$600,000 for D&O Insurance;

$195,000 for working capital to cover miscellaneous expenses.

amounts are estimates and may differ materially from our actual expenses.

In addition, we could use a portion of the funds not being

placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a

down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping”

around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular

proposed initial business combination, although we do not have any current intention to do so.

If we entered into an agreement where

we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop”

provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue

searching for, or conducting due diligence with respect to, prospective target businesses.

do not believe we will need to raise additional funds following the initial public offering in order to meet the expenditures required

for operating our business.

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.

In addition, we intend to target businesses larger than we could acquire with the net proceeds of the initial public offering and the

sale of the placement units, and may as a result be required to seek additional financing to complete such proposed initial business

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.

and Procedures

are not currently required to evaluate and report on an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley

We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December

Only in the event that we are deemed to be a large accelerated filer or an accelerated filer would we be required to comply

with the independent registered public accounting firm attestation requirement.

Further, for as long as we remain an emerging growth

company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

independent registered public accounting firm attestation requirement.

expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination

and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an

effective system of internal controls.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding

the adequacy of internal controls.

Many small and mid-sized target businesses we may consider for our initial business combination may

have internal controls that need improvement in areas such as:

for financial, accounting and external reporting areas, including segregation of duties;

reconciliation

recording of expenses and liabilities in the period to which they relate;

of internal review and approval of accounting transactions;

documentation

of processes, assumptions and conclusions underlying significant estimates;

documentation

of accounting policies and procedures.

it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary

for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense

in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure

Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financial

our management’s report on internal controls is complete, we will retain our independent registered public accounting firm to audit

and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act.

The independent registered public accounting

firm may identify additional issues concerning a target business’s internal controls while performing their audit of internal control

over financial reporting.

and Qualitative Disclosures about Market Risk

net proceeds of the initial public offering and the sale of the placement units held in the Trust Account will be invested in U.S.

treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment

Company Act which invest only in direct U.S.

government treasury obligations.

Due to the short-term nature of these investments, we believe

there will be no associated material exposure to interest rate risk.

entire activity since inception up to December 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 year ended December 31, 2022 and during the period from October 19, 2021 (inception) through December 31, 2021, we had net income

and a loss of $398,639 and $4,381, respectively.

For the year ended December 31, 2022 this consisted primarily of general and administrative

expenses of approximately $1.20 million and income tax expense of $374,862.

This was offset by interest income of approximately $1.98

million earned on Trust assets during the year ended December 31, 2022.

There was no interest income earned and during the period from

October 19, 2021 (inception) through December 31, 2021, and the net loss consisted of formation costs.

January 2023, our public stockholders had the right to redeem their shares for cash equal to their pro rata share of the aggregate amount

on deposit in the Trust Account.

Our public stockholders holding 11,037,272 shares of Class A common stock (out of a total of 13,979,000

shares of Class A common stock) exercised their right to redeem such shares at a redemption price of approximately $10.33 per share.

Approximately $114 million in cash was removed from the Trust Account to pay such stockholders and, accordingly, after giving effect

to such redemptions, the balance in the Trust Account was approximately $23 million.

As a result of less fund in the Trust Account, we

do not expect the same level of interest income in 2023 as we experienced during the year ended December 31, 2022.

Capital Resources and Going Concern

indicated in the accompanying financial statements, at December 31, 2022, we had $345,777 in cash.

the year ended December 31, 2022, the net increase in cash was $297,222.

Cash used in operating activities was $1,311,310 and was mainly

the result of a net income of $398,639, interest income earned on trust assets $1,976,183, cash used in accrued expenses of $27,664, and cash used in prepaid expenses of $245,254 partially offset by change in deferred offering costs of $108,962 and

accrued income taxes payable of $374,862.

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

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

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

Each Unit consists of

one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one redeemable

warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A

Common Stock for $11.50 per share.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000

the Company granted the Underwriters in the Offering a 45-day option to purchase up to 1,725,000 additional Units solely to cover over-allotments,

if any (the “Option”).

The Underwriters exercised the Option in full, resulting in the sale of 13,225,000 Units in total

and total gross proceeds of $132.25 million, which were placed in a U.S.-based trust account (the “Trust Account”), maintained

by Wilmington Trust Company, acting as trustee.

February 7, 2022, simultaneously with the consummation of the Offering, the Company consummated the private placement of 754,000 units

(the “Private Placement Units”) to the Sponsor, which amount includes 69,000 Private Placement Units purchased by the Sponsor

in connection with the Underwriters’ exercise of the Option in full, at a price of $10.00 per Private Placement Unit, generating

gross proceeds of approximately $7.54 million (the “Private Placement”) a portion of the proceeds of were placed in the Trust

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

“ January 2023 Extension ” as noted above for additional information regarding proceeds currently in the Trust

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.

As a result, these factors

raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance

of these financial statements.

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

Party Transactions

1 unchanged sentence

price of $25,000, or approximately $0.006 per share.

On January 26, 2022 our Sponsor surrendered and forfeited 1,006,250 founders shares

for no consideration, following which our sponsor holds 3,306,250 founders shares, or approximately $0.008 per share.

The number of founder

shares issued was determined based on the expectation that such founder shares would The founder shares (including the Class A common

stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

on the date of our initial public offering, we agreed to pay Murphy Canyon Management Group, Inc., an affiliate of our sponsor, a total

of $10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our initial business

combination or our liquidation, we will cease paying these monthly fees.

On January 26, 2022, the sponsor surrendered and forfeited 1,006,250 Founder Shares

for no consideration, following which the sponsor holds 3,306,250 founder shares at approximately $0.008 per share.

The founder shares

(including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned

or sold by the holder.

on the date of our initial public offering, we have pay Murphy Canyon Management Group, Inc., an affiliate of our sponsor, a total of

$10,000 per month for office space, utilities and secretarial and administrative support.

For the year ended December 31, 2022, total

payments to Murphy Canyon Management Group were $110,000.

Upon completion of our initial business combination or our liquidation, we

will cease paying these monthly fees.

sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in

6 unchanged sentences

November 4, 2021 our sponsor loaned us $300,000 to be used for a portion of the expenses of the initial public offering.

are non-interest bearing, unsecured and were repaid upon the closing of the initial public offering.

are non-interest bearing, unsecured and were repaid upon the closing of the initial public offering in February 2022.

addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate

14 unchanged sentences

Each whole warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share.

Our Sponsor has agreed

to transfer, but has not yet transferred, an aggregate of 45,000 placement units (15,000 each) to each of our three independent directors.

Our Sponsor has agreed to

transfer, but has not yet transferred, an aggregate of 45,000 placement units (15,000 each) to each of our three independent directors.

There will be no redemption rights or liquidating distributions from the Trust Account with respect to the founder shares, or placement

units, which will expire worthless if we do not consummate a business combination within 12 months from the closing of the initial public

offering (or up to 18 months from the closing of the initial public offering at the election of the Company subject to satisfaction of

certain conditions or as extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation).

The placement units are identical to the units sold in the initial public offering except that the placement units and their component

securities will not be transferable, assignable or saleable until 30 days after the consummation of our initial business combination

except to permitted transferees, the purchasers of the placement units waive any and all rights and claims that they may have to any

proceeds, and any interest thereon, held in the Trust Account in respect of the common stock underlying such placement units in the event

that a business combination is not consummated.

units, which will expire worthless if we do not consummate a business combination within 12 months from the consummation of our initial

public offering (or up to February 7, 2024 at the election of the Company subject to satisfaction of certain conditions).

The placement

units are identical to the units sold in the initial public offering except that the placement units and their component securities will

not be transferable, assignable or saleable until 30 days after the consummation of our initial business combination except to permitted

transferees, the purchasers of the placement units waive any and all rights and claims that they may have to any proceeds, and any interest

thereon, held in the Trust Account in respect of the common stock underlying such placement units in the event that a business combination

is not consummated.

The placement units are entitled registration rights.

Additionally, the warrants underlying

the placement units contain a cashless exercise provision and shall be non-redeemable while held by the initial purchasers thereof or

their permitted assignees.

Additionally, the warrants underlying the placement units contain

a cashless exercise provision and shall be non-redeemable while held by the initial purchasers thereof or their permitted assignees.

There will be no underwriting fees or commissions due with the respect to the private placement.

sponsor has agreed to waive their redemption rights with respect to their founder shares (i) in connection with the consummation of a

business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify

the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments

to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 12

months from the completion of the initial public offering (or up to 18 months from the closing of the initial public offering at the

election of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders in accordance

with our amended and restated certificate of incorporation) and (iii) if we fail to consummate a business combination within 12 months

from the completion of the initial public offering (or up to 18 months from the closing of the initial public offering at the election

of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders in accordance with our

amended and restated certificate of incorporation) or if we liquidate prior to the expiration of the 12-month period.

However, our initial

stockholders will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business

combination or liquidate within the 12-month period.

sponsor has agreed to waive its redemption rights with respect to its founder shares (i) in connection with the consummation of a business

combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the

substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to

our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months

from the consummation of our initial public offering (or up to February 7, 2024 at the election of the Company subject to satisfaction

of certain conditions) and (iii) if we fail to consummate a business combination within 12 months from the consummation of our initial

public offering (or up to February 7, 2024 at the election of the Company subject to satisfaction of certain conditions) or if we liquidate

prior to the expiration of such period.

However, our initial stockholders will be entitled to redemption rights with respect to any public

shares held by them if we fail to consummate a business combination or liquidate within 12 months from the consummation of our initial

public offering (or up to February 7, 2024 at the election of the Company subject to satisfaction of certain conditions).

to a registration rights agreement we entered into with our initial stockholders, we may be required to register certain securities for

6 unchanged sentences

costs and expenses of filing any such registration statements.

March 7, 2023 our sponsor loaned us $300,000 to be used to fund the trust account and for our operating expenses, and may lend up to

$1,500,000 in total.

These loans are non-interest bearing, unsecured and will be repayable in full upon the earlier of (i) the date on

which we consummate our initial business combination and (ii) the date that our winding up is effective.

Sheet Arrangements;

1 unchanged sentence

Quarterly Results

of December 31, 2021, 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 December 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.

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

26 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-K

Item 7. Management’s Discussion and Analysis