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Item 2. Management’s Discussion and Analysis

2023-07-17 compared with 2023-04-14 · 64 added, 41 removed, 148 unchanged (42% of the section changed)

56 unchanged sentences

released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the Trust Account

will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination,

(b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation

(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or certain

amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial Business Combination

within 12 months from the consummation of the Initial Public Offering (or 15 months if we have filed a proxy statement, registration

statement or similar filing for an initial Business Combination within 12 months from the consummation of the Initial Public Offering

but have not completed the initial Business Combination within such 12-month period, or up to 21 months if we extend the period of time

to consummate a Business Combination, at our election by two separate three month extensions, subject to satisfaction of certain conditions,

including the deposit of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders in

accordance with our Amended and Restated Certificate of Incorporation) or (ii) with respect to any other provision relating to stockholders’

rights or pre-initial Business Combination activity, and (c) the redemption of our public shares if we are unable to complete our initial

Business Combination within 12 months from the consummation of the Initial Public Offering (or 15 months if we have filed a proxy statement,

registration statement or similar filing for an initial Business Combination within 12 months from the consummation of the Initial Public

Offering but have not completed the initial Business Combination within such 12-month period, or up to 21 months if we extend the period

of time to consummate a Business Combination, at our election by two separate three month extensions, subject to satisfaction of certain

conditions, including the deposit of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders

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

shall only be released from the Trust Account pursuant to certain conditions.

Company’s Amended and Restated Certificate of Incorporation of February 2, 2022 provided that funds would not be released from

the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption

of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation (A) to

modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or certain

amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial Business

Combination within 12 months from the consummation of the Initial Public Offering (or 15 months if we have filed a proxy statement,

registration statement or similar filing for an initial Business Combination within 12 months from the consummation of the Initial

Public Offering but have not completed the initial Business Combination within such 12-month period, or up to 21 months if we extend

the period of time to consummate a Business Combination, at our election by two separate three month extensions, subject to

satisfaction of certain conditions, including the deposit of up to $862,500 for each three month extension, into the Trust Account,

or as extended by our stockholders in accordance with our Amended and Restated Certificate of Incorporation) or (ii) with respect to

any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of

our public shares if we are unable to complete our initial Business Combination within 12 months from the consummation of the

Initial Public Offering (or 15 months if we have filed a proxy statement, registration statement or similar filing for an initial

Business Combination within 12 months from the consummation of the Initial Public Offering but have not completed the initial

Business Combination within such 12-month period, or up to 21 months if we extend the period of time to consummate a Business

Combination, at our election by two separate three month extensions, subject to satisfaction of certain conditions, including the

deposit of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders in accordance

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

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

10 unchanged sentences

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.

May 1, 2023, the Company amended the Investment Management Trust Agreement (the “Trust Agreement”) with Wilmington

Trust, National Association, a national banking association (“Wilmington Trust”), which was entered into on January 31,

2022 and on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation.

The Trust Agreement

and Amended and Restated Certificate of Incorporation are now amended, in part, so that the Company’s ability to complete a

business combination may be extended in additional increments of one month up to a total of twenty-one (21) additional months from

the closing date of the Offering, subject to the payment into the trust account by the Company of one-third of 1% of the funds

remaining in the trust account following any redemptions in connection with the approval of the amendment to the Company’s

Amended and Restated Certificate of Incorporation.

Additionally,

the Sponsor has funded the first 30-day extension payment, which has been received by Wilmington Trust on May 3, 2023.

Subsequent to the period covered by this report, the Sponsor has made additional extension payments.

is entitled to the repayment of these extension payments, without interest.

If the Company completes its initial Business Combination, it will, at the option of the Sponsor, repay the extension payments out of

the proceeds of the Trust Account released to it or issue securities of the Company in lieu of repayment.

connection with the Special Meeting on May 1, 2023, Class A Common Stock stockholders redeemed 6,648,964 shares for approximately $68.4

million held in the Trust Account.

Public stockholders who hold shares of Alset Class A Common Stock on or

before July 21, 2023 (two (2) business days before the Special Meeting scheduled for July 25, 2023) will be eligible to elect to have

their shares of Alset Capital Class A Common Stock redeemed for cash in connection with the Special Meeting.

and Capital Resources

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.

of May 31, 2023, we had $1,219,809 in cash and a working capital of $846,848.

liquidity needs up to May 31, 2023 had been satisfied through funds deposited in our account following Initial Public Offering.

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 May 31, 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

11 unchanged sentences

of Operations

of February 28, 2023 ,

of May 31, 2023 ,

we had not commenced any operations.

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

to our formation and the Initial Public Offering.

All activity for the period from October 20, 2021 (inception) through May 31, 2023 relates to our

formation and the Initial Public Offering.

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

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.

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 May 31, 2023 and 2022, we had net income of $395,021 and net loss

of $61,972, respectively.

Net income for the three months ended May 31, 2023, included net investment income of $786,703, partially offset

by operating expenses of $236,974 and tax expense of $154,707.

the six months ended May 31, 2023 and 2022, we had net income of $955,908 and net loss of

$107,482, respectively.

Net income for the six months ended May 31, 2023, included net investment income of $1,675,858, partially offset

by operating expenses of $390,070 and tax expense of $329,880.

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

62 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