What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-04-14 compared with 2022-10-07 · 36 added, 35 removed, 153 unchanged (32% of the section changed)

73 unchanged sentences

in accordance with our Amended and Restated Certificate of Incorporation), subject to applicable law.

will have only 12 months from the closing of the Initial Public Offering (or up to 21 months from the closing of the Initial Public Offering

or as extended by our stockholders in accordance with our amended and restated certificate of incorporation) to complete the initial

Business Combination (the “Combination Period”).

However, if we are unable to complete the initial Business Combination within

the Combination Period (and our stockholders have not approved an amendment to our charter extending this time period), we will (i) cease

all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,

redeem the public shares, 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 funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest

to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public

stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable

law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and

our board of directors, dissolve and liquidate, subject to our obligations under Delaware law to provide for claims of creditors and

the requirements of other applicable law.

we have filed a registration statement for an initial Business Combination, we have 15 months from the closing of the Initial Public

Offering (or up to 21 months from the closing of the Initial Public Offering or as extended by our stockholders in accordance with our

amended and restated certificate of incorporation) to complete the initial Business Combination (the “Combination Period”).

However, if we are unable to complete the initial Business Combination within the Combination Period (and our stockholders have not approved

an amendment to our charter extending this time period), we will (i) cease all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, 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 funds held in the Trust

Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by

the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders

(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,

subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Company has filed a definitive

proxy statement and will hold a stockholders’ meeting on May 1, 2023 to seek to amend its Certificate of Incorporation to provide

for the ability to extend the duration of the Company for up to six months (through six one- month extensions).

In connection with such

amendment, our stockholders have the right to request redemption.

and Capital Resources

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.

After consummation

of the Initial Public Offering on February 3, 2022, we had approximately $1.9 million in our operating bank account and working capital

of approximately $1.65 million.

In addition, in order to finance transaction costs in connection with a Business Combination, our sponsor

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

of February 28, 2023, we had $850,175 in cash and a working capital of $489,815.

liquidity needs up to February 28, 2023 had been satisfied through funds deposited in our account following Initial Public Offering.

After consummation of the Initial Public Offering on February 3, 2022, we had approximately $1.9 million in our operating bank account

and working capital of approximately $1.65 million.

In addition, in order to finance transaction costs in connection with a Business

Combination, our sponsor 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 February 28, 2023, 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

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of Operations

of August 31, 2022 ,

of February 28, 2023 ,

we had not commenced any operations.

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

our formation and the Initial Public Offering.

All activity for the period from October 20, 2021 (inception) through February 28, 2023 relates

to our formation and the Initial Public Offering.

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

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.

We 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 months ended February 28, 2023 and 2022, we had net income of $560,887 and net loss

of $45,510, 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

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about the effects of matters that are inherently uncertain.

Sheet Arrangements

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