What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-17 compared with 2023-08-21 · 224 added, 163 removed, 315 unchanged (55% of the section changed)

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Condition and Results of Operations

References in this report (this

“Quarterly Report”) to “we,” “us” or the “Company” refer to Redwoods Acquisition

References to our “management” or our “management team” refer to our officers and directors.

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

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

and uncertainties.

References in this report (this “Quarterly

Report”) to “we,” “us” or the “Company” refer to Redwoods Acquisition Corp.

References to our

“management” or our “management team” refer to our officers and directors.

The following discussion and analysis

of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated

financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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We cannot assure you that our plans to complete an initial business combination will be successful.

Recent Developments

Extension Meetings

On March 31, 2023, we held a special meeting of

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Amendment”) and (ii) an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated March

30, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, extending the date by which we must

consummate a Business Combination from April 4, 2023 to July 4, 2023, with the ability to further extend the deadline on a monthly basis

up to five times from July 4, 2023 to December 4, 2023.

In connection with the stockholders’ vote at the special meeting, an aggregate

of 6,103,350 shares with redemption value of approximately $63,169,451 (or $10.35 per share) of the Company’s common stock were

tendered for redemption.

As a result of the stockholder approval of the

Extension Amendment and the Trust Amendment, the Sponsor, or any of their respective affiliates or designees, agreed to deposit into the

Trust Account $360,000 for the initial three-month extension and $120,000 per month for each subsequent one-month extension.

The extension

payment(s) will bear no interest and will be repayable by the Company to the contributors upon consummation of the Business Combination.

The loans will be forgiven by the contributors if the Company is unable to consummate the Business Combination except to the extent of

any funds held outside of the Trust Account.

30, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee

(the “Trustee”), extending the date by which we must consummate a Business Combination from April 4, 2023 to July 4, 2023,

with the ability to further extend the deadline on a monthly basis up to five times from July 4, 2023 to December 4, 2023.

In connection

with the stockholders’ vote at the special meeting, an aggregate of 6,103,350 shares with redemption value of $63,169,451 (or $10.35

per share) of the Company’s common stock were tendered for redemption.

As a result of stockholder approval of the Extension

Amendment and the Trust Amendment, our sponsor, Redwoods Capital LLC (the “Sponsor”), or any of their respective affiliates

or designees, agreed to deposit into the Trust Account $360,000 for the initial three-month extension and $120,000 per month for each

subsequent one-month extension.

The extension payment(s) will bear no interest and will be repayable by the Company to the contributors

upon consummation of the Business Combination.

The loans will be forgiven by the contributors if the Company is unable to consummate the

Business Combination except to the extent of any funds held outside of the Trust Account.

On March 31, 2023, the Sponsor made a deposit

of $360,000 into the Trust Account and extended the period of time we have to consummate an initial Business Combination from April 4,

2023 to July 4, 2023, on June 29, 2023, the Sponsor made a deposit of $360,000 into the Trust Account and extended the period of time

we have to consummate an initial business combination from July 4, 2023 to October 4, 2023, and subsequently on each of September 26,

2023 and November 1, 2023, the Sponsor made a deposit of $120,000 into the Trust Account to further extend the business combination period

to December 4, 2023.

On November 13, 2023, we held a special meeting of stockholders, at which

our stockholders approved (i) an amendment to our amended and restated certificate of incorporation (the “Second Extension Amendment”)

to allow us to extend the date by which we must consummate a business combination up to twelve (12) times for an additional one month

each time from December 4, 2023 to December 4, 2024 and (ii) an amendment to the Trust Agreement (the “Second Trust Amendment”)

to allow us to extend the date on which the Trustee must liquidate the Trust Account by up to twelve (12) times for an additional one

month each time from December 4, 2023 to December 4, 2024 by depositing $35,000 per month for each monthly extension.

In connection with

the stockholders’ vote at the special meeting, an aggregate of 3,636,456 shares with redemption value of approximately $39,255,410

(or $10.79 per share) of our common stock were tendered for redemption.

Following the special meeting on November

13, 2023, we and the Trustee entered into the Second Trust Amendment and we filed the Second Extension Amendment with the Secretary of

State of the State of Delaware which became effective upon filing.

Pursuant to the Second Extension Amendment, we are permitted to extend

the date by which we must consummate an initial business combination on a monthly basis up to twelve times from December 4, 2023 to December

4, 2024 by depositing $35,000 for each monthly extension in accordance with the terms of the Second Trust Amendment.

ANEW Business Combination

On May 30, 2023, we entered into a business combination

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assignee or transferee thereof executes a joinder agreement to the ANEW Support Agreement in a form reasonably acceptable to the Company.

See the Registration Statement on Form S-4 filed

by the Company with the SEC on August 4, 2023 for additional information

On June 29, 2023, the Sponsor made a deposit of

$360,000 to the Trust Account and extended the period of time we have to consummate an initial Business Combination from July 4, 2023

to October 4, 2023.

On November 4, 2023, the Company entered into

Amendment No.

1 to the Business Combination (the “Amendment”) with the other parties thereto.

The Amendment extends the termination

date under the Business Combination Agreement from November 4, 2023 to March 4, 2024 (the “Termination Date”);

provided, further,

that (i) the right to terminate the Business Combination Agreement will not be available to the Company if any Company party’s breach

of any of its covenants or obligations under the Business Combination Agreement will have proximately caused the failure to consummate

the transactions contemplated by the Business Combination Agreement on or before the Termination Date, and (ii) the right to terminate

the Business Combination Agreement will not be available to the Company if the Company’s breach of its covenants or obligations

under the Business Combination Agreement will have proximately caused the failure to consummate the transactions contemplated by the Business

Combination Agreement on or before the Termination Date.

See Amendment No.

2 to the Registration Statement

on Form S-4 filed by the Company with the SEC on November 8, 2023 for additional information.

Results of Operations

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generated any operating revenues to date.

Our only activities through June 30, 2023 were organizational activities and those necessary

Our only activities through September 30, 2023 were organizational activities and those necessary

to prepare for our IPO, which is described below, and subsequent to the IPO, identifying a target company for an initial business combination.

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as well as for due diligence expenses in connection with searching for, and completing, an initial business combination.

For the three months ended June 30, 2023, we had

a net loss of $153,546 which consisted of general and administrative expenses of $324,051, franchise tax of $33,900, an increase in fair

value of warrant liabilities of $21,200, increase in fair value of convertible promissory notes of $462,670 and income tax expense of

$173,949, offset by interest earned on the investments held in the Trust Account of $862,224.

For the three months ended June 30, 2022,

we had a net loss of $208,826 which consisted of general and administrative expenses of $193,440, franchise tax of $39,300, and an increase

in fair value of warrant liabilities of $122,483, offset by interest earned on the investments held in the Trust Account of $146,397.

For the six months ended June 30, 2023, we had

net income of $967,065 which consisted of general and administrative expenses of $617,705, franchise tax of $ 66,000, an increase in fair

value of warrant liabilities of $31,800, and income tax expense of $429,722, offset by interest earned on the investments held in the

Trust Account of $2,112,292.

For the six months ended June 30, 2022, we had a net loss of $213,836 which consisted of general and administrative

expenses of $198,450, franchise tax of $39,300, and an increase in fair value of warrant liabilities of $122,483, offset by interest earned

on the investments held in the Trust Account of $146,397.

For the three months ended September 30, 2023,

we had net income of $290,145 which consisted of general and administrative expenses of $259,227, franchise tax of $33,000, an increase

in fair value of warrant liabilities of $10,600, and income tax expense of $148,855, offset by interest earned on the investments held

in the Trust Account of $741,827.

For the three months ended September 30, 2022, we had net income of $731,121 which consisted of general

and administrative expenses of $140,426, franchise tax of $39,300, and a decrease in fair value of warrant liabilities of $678,400, and

income tax expense of $79,752, offset by interest earned on the investments held in the Trust Account of $312,199.

For the nine months ended September 30, 2023,

we had net income of $1,257,210 which consisted of general and administrative expenses of $876,932, franchise tax of $99,000, an increase

in fair value of warrant liabilities of $42,400, and income tax expense of $578,577, offset by interest earned on the investments held

in the Trust Account of $2,854,119.

For the nine months ended September 30, 2022, we had net income of $517,286 which consisted of general

and administrative expenses of $338,650, franchise tax of $78,825, and a decrease in fair value of warrant liabilities of $555,917, offset

by interest earned on the investments held in the Trust Account of $458,596.

Liquidity, Capital Resources and Going Concern

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On March 31, 2023, we held a special meeting of

stockholders, at which the Company’s stockholders approved (i) an amendment to the Company’s amended and restated certificate

of incorporation (the “Extension Amendment”) and (ii) an amendment (the “Trust Amendment”) to the Investment Management

Trust Agreement, dated March 30, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, extending

the date by which the Company must consummate a business combination from April 4, 2023 to July 4, 2023, with the ability to further extend

the deadline on a monthly basis up to five times from July 4, 2023 to December 4, 2023.

In connection with the stockholders’ vote

at the special meeting, an aggregate of 6,103,350 shares of the Company’s common stock were tendered for redemption representing

a total redemption amount of $63,169,451 (or $10.35 per share).

As a result of the approval of the Extension Amendment

and the Trust Amendment, Redwoods Capital LLC, or any of its affiliates or designees, agreed to deposit into the Trust Account $360,000

stockholders, at which our stockholders approved the Extension Amendment and the Trust Amendment.

In connection with the stockholders’

vote at the special meeting, an aggregate of 6,103,350 shares of our common stock were tendered for redemption representing a total redemption

amount of $63,169,451 (or $10.35 per share).

As a result of stockholder approval of the Extension

Amendment and the Trust Amendment, the Sponsor, or any of its affiliates or designees, agreed to deposit into the Trust Account $360,000

for the initial three-month extension and $120,000 per month for each subsequent one-month extension.

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held outside of the Trust Account.

As of June 30, 2023, we had marketable securities

On March 31, 2023, the Sponsor made a deposit

of $360,000 into the Trust Account and extended the period of time we have to consummate an initial Business Combination from April 4,

2023 to July 4, 2023, on June 29, 2023, the Sponsor made a deposit of $360,000 into the Trust Account and extended the period of time

we have to consummate an initial business combination from July 4, 2023 to October 4, 2023, and subsequently on each of September 26,

2023 and November 1, 2023, the Sponsor made a deposit of $120,000 each into the Trust Account to further extend the business combination

period to December 4, 2023.

On November 13, 2023, we held a special meeting of stockholders, at which

our stockholders approved (i) an amendment to our amended and restated certificate of incorporation to allow us to extend the date by

which we must consummate a business combination up to twelve (12) times for an additional one month each time from December 4, 2023 to

December 4, 2024 and (ii) an amendment to the Trust Agreement to allow us to extend the date on which the Trustee must liquidate the Trust

Account by up to twelve (12) times for an additional one month each time from December 4, 2023 to December 4, 2024 by depositing $35,000

per month for each monthly extension.

In connection with the stockholders’ vote at the special meeting, an aggregate of 3,636,456

shares with redemption value of approximately $39,255,410 (or $10.79 per share) of our common stock were tendered for redemption.

As of September 30, 2023, we had marketable securities

held in the Trust Account of $57,811,916 consisted of securities held in a treasury trust fund that invests in U.S.

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Interest income on the balance in the Trust Account may be used by us to pay taxes.

Through June 30, 2023, we did not withdraw any interest

earned on the Trust Account to pay our taxes.

We intend to use substantially all of the funds held in the Trust Account, to acquire a

target business and to pay our expenses relating thereto.

To the extent that our capital stock is used in whole or in part as consideration

to effect a Business Combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations

of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding the target business’

operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also

be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination

if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of June 30, 2023, the Company had cash of $123,722

and a working capital deficit of $646,300 (excluding redemptions payable to public stockholders and income tax and franchise tax payable

as these amounts will be paid out of the Trust Account).

On March 22, March 30, and June 28, 2023, the Sponsor provided a loan of $150,000,

$360,000 and $360,000, respectively, to be used, in part, for transaction costs related to the Business Combination.

Until consummation

of the Business Combination, we intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition

candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations

of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the

target business to acquire and structuring, negotiating and consummating the Business Combination.

If our estimate of the costs of identifying

a target business, undertaking in-depth due diligence and negotiating a 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 Business Combination.

In this event, our officers,

directors or their affiliates may, but are not obligated to, loan us funds as may be required.

If we consummate an initial Business Combination,

we would repay such loaned amounts out of the proceeds of the Trust Account released to us upon consummation of the Business Combination.

In the event that a 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 initial

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

Through September 30, 2023, we did not withdraw any

interest earned on the Trust Account to pay our taxes.

We intend to use substantially all of the funds held in the Trust Account, to

acquire a target business and to pay our expenses relating thereto.

To the extent that our capital stock is used in whole or in part

as consideration to effect a Business Combination, the remaining funds held in the Trust Account will be used as working capital to finance

the operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding

the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of

our Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of September 30, 2023, the Company had cash

of $146,334 and a working capital deficit of $755,526 (excluding redemptions payable to public stockholders and income tax and franchise

tax payable as these amounts will be paid out of the Trust Account).

On March 22, 2023, March 30, 2023, June 28, 2023, August 29, 2023

and September 25, 2023, the Sponsor provided a loan of $150,000, $360,000, $360,000, $150,000 and $120,000, respectively, to be used,

in part, for transaction costs related to the Business Combination.

Until consummation of the Business Combination, we intend to use the

funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence

on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing

corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring,

negotiating and consummating the Business Combination.

If our estimate of the costs of identifying a target business, undertaking in-depth

due diligence and negotiating a 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 Business Combination.

In this event, our officers, directors or their affiliates may, but

are not obligated to, loan us funds as may be required.

If we consummate an initial Business Combination, we would repay such loaned amounts

out of the proceeds of the Trust Account released to us upon consummation of the Business Combination.

In the event that a 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 initial shareholders, officers and directors,

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

The Company has incurred and expects to continue

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Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going

Concern,” the Company has until October 4, 2023 (or December 4, 2023, if the Company extends the time to complete a Business Combination)

to complete a Business Combination.

Concern,” the Company has until December 4, 2023 (unless further extended monthly up to December 4, 2024 as allowed under the Company’s

amended and restated certificate of incorporation, as amended) (the period of time it has to complete an initial business combination)

to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

a Business Combination is not consummated by such date and an extension has not been requested by the Sponsor and approved by the Company’s

If a Business Combination is not consummated by such date and an extension has not been requested by the Sponsor and approved by the Company’s

stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company.

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We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of June 30, 2023.

which would be considered off-balance sheet arrangements as of September 30, 2023.

We do not participate in transactions that create relationships

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Contractual Obligations

Convertible Promissory Notes – Related

Promissory Notes – Related Party

On March 22, 2023, we issued an unsecured, non-interest

bearing promissory note in the principal amount of up to $150,000 to the Sponsor.

The promissory note is payable upon the closing of the

Business Combination or the liquidation of the Company.

The holder of the promissory note, in its sole discretion, may convert any or

all of the unpaid principal under the promissory note into private units of the Company, at a price of $10.00 per unit, upon consummation

of the Business Combination.

bearing promissory note in the principal amount of up to $150,000 to the Sponsor (“Convertible Note 1”).

The promissory note

is payable upon the closing of the Business Combination or the liquidation of the Company.

The holder of the promissory note, in its sole

discretion, may convert any or all of the unpaid principal under the promissory note into private units of the Company, at a price of

$10.00 per unit, upon consummation of the Business Combination.

On March 30, 2023, we issued an unsecured, non-interest

bearing promissory note in the principal amount of up to $360,000 to the Sponsor.

The promissory note is payable upon the closing of the

Business Combination or the liquidation of the Company.

The holder of the promissory note, in its sole discretion, may convert any or

all of the unpaid principal under the promissory note into private units of the Company, at a price of $10.00 per unit, upon consummation

bearing promissory note in the principal amount of up to $360,000 to the Sponsor (“Convertible Note 2”).

The promissory note

is payable upon the closing of the Business Combination or the liquidation of the Company.

The holder of the promissory note, in its sole

discretion, may convert any or all of the unpaid principal under the promissory note into private units of the Company, at a price of

$10.00 per unit, upon consummation of the Business Combination.

On May 15, 2023, the conversion feature of Convertible

Note 1 and Convertible Note 2 was amended;

the holder of the promissory notes, in its sole discretion, may convert any or all of the unpaid

principal under the promissory notes into shares of common stock of the Company, at a conversion price of $10.00 per share, upon consummation

of the Business Combination.

On May 15, 2023, the conversion feature of

Convertible Note 1 and Convertible Note 2 was amended;

the holder of the convertible promissory notes, in its sole discretion, may

convert any or all of the unpaid principal under the convertible promissory notes into shares of common stock of the Company, at a

conversion price of $10.00 per share, upon consummation of the Business Combination.

On June 28, 2023, the Company issued an

unsecured, non-interest bearing promissory note in the principal amount of $360,000 to the Sponsor (“Convertible Note

Convertible Note 3 is payable upon the closing of the Business Combination or the liquidation of the Company.

of the Convertible Note 3, in its sole discretion, may convert any or all of the unpaid principal under the convertible promissory

notes into shares of common stock of the Company, at a price of $10.00 per share, upon consummation of the Business Combination.

On June 28, 2023, the Company issued an unsecured,

non-interest bearing promissory note in the principal amount of $360,000 to the Sponsor (“Convertible Note 3”).

Note 3 is payable upon the closing of the Business Combination or the liquidation of the Company.

The holder of the Convertible Note 3,

in its sole discretion, may convert any or all of the unpaid principal under the promissory note into shares of common stock of the Company,

at a price of $10.00 per share, upon consummation of the Business Combination.

On August 29, 2023, the Company issued an unsecured,

non-interest bearing promissory note in the principal amount of $150,000 to the Sponsor (“Convertible Note 4”).

Note 4 is payable upon the closing of the Business Combination or the liquidation of the Company.

The holder of the Convertible Note 4,

in its sole discretion, may convert any or all of the unpaid principal under the promissory note into shares of common stock of the Company,

at a price of $10.00 per share, upon consummation of the Business Combination.

On September 25, 2023, the Company issued an unsecured,

non-interest bearing promissory note in the principal amount of $120,000 to the Sponsor (“Convertible Note 5”).

Note 5 is payable upon the closing of the Business Combination or the liquidation of the Company.

The holder of the Convertible Note 5,

in its sole discretion, may convert any or all of the unpaid principal under the promissory note into shares of common stock of the Company,

at a price of $10.00 per share, upon consummation of the Business Combination.

Registration Rights

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Critical Accounting Policies

The preparation of unaudited condensed

consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income

and expenses during the periods reported.

The preparation of unaudited condensed consolidated

financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent

assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods

Actual results could materially differ from those estimates.

We have identified the

following critical accounting policies:

We have identified the following critical accounting policies:

Investments Held in Trust Account

As of June 30, 2023, the assets held in the Trust

Account were held in cash and U.S.

As of September 30, 2023, the assets held in the

Trust Account were held in cash and U.S.

Treasury securities.

The Company classifies its U.S.

Treasury securities as trading securities in accordance

with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments—Debt

and Equity Securities.” Trading securities are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account

in the accompanying statement of operations.

The estimated fair values of all assets held in the Trust Account are determined using available

market information and classified as Level 1 measurements.

Treasury securities as trading securities

in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

320, “Investments—Debt and Equity Securities.” Trading securities are presented on the balance sheets at fair value

at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in gain

on investments held in Trust Account in the accompanying statement of operations.

The estimated fair values of all assets held in the

Trust Account are determined using available market information and classified as Level 1 measurements.

Fair Value of Financial Instruments

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Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s

certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and

Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet.

The fair values of cash and

cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of

June 30, 2023 and December 31, 2022 due to the short maturities of such instruments.

See Note 9 to unaudited condensed

consolidated financial statements for the disclosure of the Company’s assets and liabilities that were measured at fair value

on a recurring basis.

The fair value of the Company’s certain

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The fair values of cash and cash equivalents, and other

current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of June 30, 2023 and December 31,

current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of September 30, 2023 and December 31,

2022 due to the short maturities of such instruments.

See Note 9 to unaudited condensed consolidated financial statements for the disclosure

of the Company’s assets and liabilities that were measured at fair value on a recurring basis.

The fair value of the Company’s certain

assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the consolidated balance sheet.

The fair values of cash and cash equivalents, and other

current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of September 30, 2023 and December 31,

2022 due to the short maturities of such instruments.

See Note 9 for the disclosure of the Company’s assets and liabilities that

were measured at fair value on a recurring basis.

Convertible Promissory Note

Convertible Promissory Notes

initially accounted for its convertible promissory notes under ASC 815, “Derivatives and Hedging” and elected the fair value

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at cash proceeds on the balance sheet effective May 15, 2023.

For all newly issued and unmodified convertible promissory notes, the

Company elects an early adoption of the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own

Equity (Subtopic 815-40) (“ASU 2020-06”) and accounts for newly issued s as debt (liability) on the balance sheet.

considers the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in an entity’s

For all newly issued and unmodified convertible

promissory notes, the Company elects an early adoption of the Financial Accounting Standards Board (“FASB”) issued Accounting

Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

- Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) and accounts for newly issued s as debt (liability)

on the balance sheet.

The Company considers the derivative scope exception guidance under ASC 815 pertaining to equity classification

of contracts in an entity’s own equity.

The Company accounts for warrants (Public Warrants

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as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated

fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

The Company has elected to

account for its Public Warrants as equity and the Private Warrants as liabilities.

Changes in the estimated fair

value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

The Company has elected to account

for its Public Warrants as equity and the Private Warrants as liabilities.

Common Stock Subject to Possible Redemption

We account for our common stock subject to

possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480,

“Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability

instrument and measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights

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

our control) is classified as temporary equity.

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

common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of

uncertain future events.

Accordingly, common stock subject to possible redemption is presented at redemption value as temporary

equity, outside of the stockholders’ equity section of our unaudited condensed consolidated balance sheets.

changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the

redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of shares of redeemable common

stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to

We account for our common stock subject to possible

conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities

from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value.

Conditionally

redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject

to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity.

At all other times,

common stock is classified as stockholders’ equity.

Our common stock features certain redemption rights that are considered to be

outside of our control and subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption

is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our unaudited condensed consolidated

balance sheets.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common

stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of shares of redeemable

common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to

Net Income (Loss) Per Share

18 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis