What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-10-07 compared with 2022-07-13 · 25 added, 24 removed, 163 unchanged (23% of the section changed)

87 unchanged sentences

and Capital Resources

of May 31, 2022, we had $1,620,011 in cash and a working capital of $1,519,957.

liquidity needs up to May 31, 2022 had been satisfied through a capital contribution from our Sponsor of $25,000 for the founder shares

of August 31, 2022, we had $1,507,307 in cash and a working capital of $1,352,503.

liquidity needs up to August 31, 2022 had been satisfied through a capital contribution from our Sponsor of $25,000 for the founder shares

and the loan from our Sponsor in addition to our Sponsor paying offering and formation costs on behalf of the Company.

4 unchanged sentences

or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans.

As of May 31, 2022, there were no amounts outstanding under any Working Capital Loans.

As of August 31, 2022, there were no amounts outstanding under any Working Capital Loans.

on the foregoing, management believes that we will have sufficient working capital to meet our needs through the earlier of the consummation

11 unchanged sentences

of Operations

of May 31, 2022 ,

of August 31, 2022 ,

we had not commenced any operations.

All activity for the period from October 20, 2021 (inception) through May 31, 2022 relates to our

formation and the Initial Public Offering.

All activity for the period from October 20, 2021 (inception) through August 31, 2022 relates to

our formation and the Initial Public Offering.

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

not generate any operating revenues until after the completion of our initial Business Combination, at the earliest.

We will generate

non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the 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 three and six months ended May 31, 2022 , we had a net loss of $61,972 and $107,482,

respectively, consisting of operating expenses partially offset by interest income.

will not generate any operating revenues until after the completion of our initial Business Combination,

at the earliest.

We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds

derived from the 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 three and nine months ended August 31, 2022 , we had net income of $122,132 and $14,650,

respectively, consisting of interest income partially offset by operating expenses.

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

9 unchanged sentences

as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, are entitled to registration

rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring us to register such securities

for resale (in the case of the founder shares, only after conversion to our Class A common stock).

The holders of the majority of these

securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the

holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion

of our initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities

The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays

in registering our securities.

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

rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring us to register

such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock).

The holders of the

majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

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

to our completion of our initial Business Combination and rights to require us to register for resale such securities pursuant to Rule

415 under the Securities Act.

The registration rights agreement does not contain liquidated damages or other cash settlement provisions

resulting from delays in registering our securities.

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

February 3, 2022, the Company paid a cash underwriting discount of $0.20 per Unit, or $1,725,000.

18 unchanged sentences

Sheet Arrangements

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

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

do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis