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Item 2. Management’s Discussion and Analysis

2024-05-20 compared with 2023-11-20 · 56 added, 111 removed, 107 unchanged (61% of the section changed)

26 unchanged sentences

initial business combination.

Our entire activity up to September 30, 2023 has been related to our formation, the Initial Public Offering

Our entire activity up to March 31, 2024 has been related to our formation, the Initial Public Offering

and, since the closing of the Initial Public Offering, and a search for a business combination target.

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

the three months ended September 30, 2023, we had net income of $157,943, which primarily consisted of investment income on the trust

assets of $579,398, partially offset by operating expenses of $421,455.

the nine months ended September 30, 2023, we had net income of $1,385,964, which primarily consisted of investment income on the trust

assets of $2,154,895, partially offset by operating expenses of $768,931.

the three months ended March 31, 2024, we had net income of $489,829, which primarily consisted of investment income on the trust assets

of $758,258, partially offset by operating expenses of $268,429.

the three months ended March 31, 2023, we had net income of $611,725, which primarily consisted of investment income on the trust assets

of $759,647, partially offset by operating expenses of $147,922.

Capital Resources Going Concern

of September 30, 2023 our cash was $26,523.

of March 31, 2024 our cash was $33,330.

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”),

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.

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

of September 30, 2023, we had available to us approximately $26,523 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,

of March 31, 2024, we had available to us approximately $33,330 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

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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 March 31, 2024 through the consummation of the business combination include

$300,000 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

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.

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 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

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.

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.

The 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 January 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

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

change in cash for the nine months ended September 30, 2023 was a decrease of $262,652 and was comprised of cash used in operating activities

of $382,527, cash used in investing activities of $660,000, and cash provided by financing activities of $779,875.

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

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

connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business

combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors

or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling

on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

addition, in order to 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 as may be required.

If we complete

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

In 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.

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.

Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with

the completion of a business combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association

(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the our initial business

combination or to redeem 100% of the Public Shares if we do not complete a business combination within the Combination Period or (ii)

with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide

the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account and

not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to the Founder Shares it will

receive if we fail to complete a business combination within the Combination Period.

However, if the Sponsor or any of its respective

affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the trust account if we fail

to complete a business combination within the Combination Period.

In the event of such distribution, it is possible that the per share

value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.00).

holders of the Founder Shares, Placement Units and Units that may be issued upon conversion of Working Capital Loans (and any shares

of Ordinary Shares issuable upon the exercise of the Private Placement Right) will be entitled to registration rights pursuant to a registration

rights agreement signed prior to or on the effective date of the IPO requiring us to register such securities for resale.

of these securities will be entitled to make up to three demands, excluding short form registration demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to completion of a business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the

Securities Act.

However, the registration rights agreement provides that we will not be required to effect or permit any registration

or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions.

We will bear the expenses incurred in connection with the filing of any such registration statements.

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 June 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 period ended March 31, 2024 was an increase of $584 and was comprised of cash used in operating activities of $191,690,

cash provided by investing activities of $24,738,789 and cash used in financing activities of $24,546,515.

change in cash for the period ended March 31, 2023 was a decrease of $168,799 and was comprised of cash used in operating activities of

Accounting Estimates

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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 September 30, 2023 and December 31, 2022

the Company had no deferred offering costs.

income per share

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

Net income per

share of ordinary shares is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

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

calculation of diluted income 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 events.

As of September 30, 2023 and 2022, 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 per ordinary share is

the same as basic net income 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

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

of September 30, 2023, we were not subject to any market or interest rate risk.

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