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Item 7. Management’s Discussion and Analysis

2024-04-16 compared with 2023-04-17 · 65 added, 76 removed, 127 unchanged (53% of the section changed)

27 unchanged sentences

We expect our expenses to increase substantially after the closing of the IPO.

the year ended December 31, 2022, we had net income of $380,811, which primarily consisted of investment income on the trust assets of

$493,020, partially offset by operating expenses of $138,115.

Capital Resources Going Concern

of December 31, 2022 our cash was $289,175.

the year ended December 31, 2023, we had net income of $2,419,304, which primarily consisted of investment income on the trust assets

of $3,432,374, partially offset by operating expenses of $1,013,070.

Capital Resources and Going Concern

registration statement for the IPO (the “Registration Statement”) was declared effective on October 13, 2022.

18, 2022, we consummated the IPO of 6,600,000 Units, including 600,000 additional Units issued pursuant to the partial exercise by the

underwriter of its over-allotment option (with respect to the common stock included in the Units being offered, the “Public Shares”),

generating gross proceeds of $66,000,000.

18, 2022, we consummated the IPO of 6,600,000 Units, including 600,000 additional Units issued pursuant to the partial exercise by

the underwriter of its over-allotment option (with respect to the ordinary share included in the Units being offered,

the “Public Shares”), generating gross proceeds of $66,000,000.

Simultaneously

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

As of December 31, 2022, we had available to us approximately $289,175 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.

of December 31, 2023, we had available to us approximately $32,746 of cash 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,

9 unchanged sentences

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

expect our primary liquidity requirements during that period to include $92,000 for legal, accounting, due diligence, travel and

other expenses associated with structuring, negotiating and documenting successful business combinations as well as legal and

accounting fees related to regulatory reporting requirements, and $216,800 for working capital that will be used for miscellaneous

expenses and reserves.

In addition, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”),

pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 if we need additional capital.

expect our primary liquidity requirements from December 31, 2023 through the consummation of the business combination include

$92,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting

successful business combinations as well as legal and accounting fees related to regulatory reporting requirements, and $216,800 for

working capital that will be used for miscellaneous expenses and reserves.

In addition, the Sponsor issued an unsecured promissory

note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal

amount of $300,000 if we need additional capital.

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

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

do not believe we will need to raise additional funds following the IPO in order to meet the expenditures required for operating our

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

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.

addition, we are targeting businesses larger than we could acquire with the net proceeds of the IPO and the sale of the Private Units,

and may as a result be required to seek additional financing to complete such proposed initial business combination.

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.

In addition, we are targeting businesses larger than we could acquire with the net proceeds of the IPO and the sale of the Private

Units, and may as a result be required to seek additional financing to complete such proposed initial business combination.

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

is no assurance that our plans to consummate a business combination will be successful within the combination period.

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statements are issued or are available to be issued.

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 believes that the funds which the Company has available following the completion of the Initial

Public Offering will enable it to sustain operations for a period of at least one-year from the issuance date of this financial

However, 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.

The liquidation deadline before any extension is less than a year from the date of this report.

result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date

that the financial statements are issued or are available to be issued.

Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

In addition, the Company

currently has less than 12 months from the date these financial statements were issued to complete a business combination transaction.

If the Company is unsuccessful in consummating an initial business combination by April 18, 2024, per the mandatory liquidation requirement,

the Company must cease all operations, redeem the Public Shares and thereafter liquidate and dissolve.

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,” the Company does not have adequate liquidity

to sustain operations.

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

a period of time within one year after the date that the financial statements are issued.

There is no assurance that the Company’s

plans to raise capital or to consummate a business combination will be successful or successful within the Combination Period.

The financial statements do not include any adjustments that

might result from the outcome of the uncertainty.

change in cash for the year ended December 31, 2022 was an increase of $289,175 and was comprised of cash used in operating activities

change in cash for the year ended December 31, 2023 was a decrease of $256,429 and was comprised of cash used in operating activities

of $601,304, cash used in investing activities of $1,320,000 and cash provided by financing activities of $1,664,875.

The investing

and financing activities related to the IPO proceeds and investing the proceeds in the trust account.

The cash used in investing activities was the deposit into the trust account for the Company’s extension of

deadline to consummate the business combination.

The cash provided by financing activities was interest or dividend derived from the investment

held in the Company’s trust account.

do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

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results could materially differ from those estimates.

We have not identified any critical accounting policies or estimates.

Offering Costs

offering costs consist of costs incurred in connection with preparation for the IPO.

These costs, together with the underwriting discounts

and commissions, were charged to additional paid in capital upon completion of the IPO.

As of December 31, 2022 and 2021 we had deferred

offering costs of $0 and $126,422, respectively.

income (loss) per share

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income (loss)

per share of ordinary shares is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding

for the period.

The Company applies the two-class method in calculating income (loss) per ordinary share.

calculation of diluted income (loss) per ordinary share 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 is contingent upon the occurrence of future

As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could,

potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted net income

(loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented.

consider an accounting estimate to be critical if:

(i) the accounting estimate requires us to make assumptions about matters that were

highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from

period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact

on our financial condition.

We have not identified any

critical accounting estimates other than below .

Financial Instruments

evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives

in accordance with ASC Topic 815, “ Derivatives and Hedging .” For derivative financial instruments that are accounted

for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each

reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion

of the instrument could be required within 12 months of the balance sheet date.

The over-allotment option is deemed to be a freestanding

financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480.

evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging .” For derivative financial instruments

that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is

then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification

of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the

end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether

or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was

accounted for as a liability pursuant to ASC 480.

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