What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-11-10 compared with 2022-08-12 · 88 added, 18 removed, 1 unchanged (99% of the section changed)

Risk Factors.

Factors that could cause

our actual results to differ materially from those in this Quarterly Report include the risk factors described under the heading “Risk

Factors” in Annual Report on Form 10-K filed with the SEC on April 14, 2022.

As of the date of this Quarterly Report, there have

been no material changes to the risk factors disclosed in the Form 10-K, except as follows:

There is substantial

doubt about our ability to continue as a “going concern.”

As of June 30, 2022,

we had $2,632 in our operating bank account, and working capital deficiency $86,518.

Further, we have incurred and expect to continue

to incur significant costs in pursuit of our acquisition plans.

Management’s plans to address this need for capital are discussed

in the section of this Quarterly Report titled “Management’s Discussion and Analysis of Financial Condition and Results of

Operations.” If we are unable to raise additional funds to alleviate liquidity needs and complete a business combination within

24 months from the closing of the IPO (by September 24, 2023), then we will cease all operations except for the purpose of liquidating.

Our liquidity condition raises substantial doubt about our ability to continue as a going concern.

The financial statements contained

elsewhere in this Quarterly Report do not include any adjustments that might result from our inability to continue as a going concern.

Factors that could cause our actual results to

differ materially from those in this Quarterly Report include the risk factors described under the heading “Risk Factors”

in Annual Report on Form 10-K filed with the SEC on April 14, 2022.

As of the date of this Quarterly Report, there have been no material

changes to the risk factors disclosed in the Form 10-K, except as follows:

There is substantial doubt about our ability

to continue as a “going concern.”

As of September 30, 2022, we had $19,442 in our

operating bank account, and working capital deficiency $1,995,115.

Further, we have incurred and expect to continue to incur significant

costs in pursuit of our acquisition plans.

Management’s plans to address this need for capital are discussed in the section of this

Quarterly Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If

we are unable to raise additional funds to alleviate liquidity needs and complete an Initial Business Combination within 24 months from

the closing of the IPO (by September 24, 2023), then we will cease all operations except for the purpose of liquidating.

Our liquidity

condition raises substantial doubt about our ability to continue as a going concern.

The financial statements contained elsewhere in this

Quarterly Report do not include any adjustments that might result from our inability to continue as a going concern.

If we are deemed to be an investment company

for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an Initial Business Combination and instead

be required to liquidate the Company.

To mitigate the risk of that result, on or prior to the 24-month anniversary of the effective date

of the registration statement relating to our Public Offering, we may instruct Continental Stock Transfer & Trust Company to liquidate

the securities held in the Trust Account and instead hold all funds in the Trust Account in cash.

As a result, following such change,

we will likely receive minimal, if any, interest, on the funds held in the Trust Account, which would reduce the dollar amount that our

Public Shareholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the Trust Account

had remained in U.S.

government securities or money market funds.

On March 30, 2022, the SEC issued proposed rules

(the “SPAC Rule Proposals”), relating, among other things, to circumstances in which special purpose acquisition companies

(“SPACs”) such as us could potentially be subject to the Investment Company Act and the regulations thereunder.

The SPAC Rule

Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A)

of the Investment Company Act, provided that a SPAC satisfies certain criteria.

To comply with the duration limitation of the proposed

safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction.

Specifically, to comply with the

safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement

with a target company for an initial business combination no later than 18 months after the effective date of the registration statement

for its initial public offering.

The company would then be required to complete its initial business combination no later than 24 months

after the effective date of the registration statement for its initial public offering.

We understand that the SEC has recently been taking

informal positions regarding the Investment Company Act consistent with the SPAC Rule Proposals.

There is currently uncertainty concerning the

applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its initial business combination

within the proposed time frame set forth in the proposed safe harbor rule.

As indicated above, we completed our IPO in September 2021

and have operated as a blank check company searching for a target business with which to consummate an Initial Business Combination and

working to negotiate and consummate the Proposed Business Combination since such time (or approximately 14 months after the effective

date of the registration statement for our Public Offering, as of the date of this Quarterly Report).

If we were deemed to be an investment

company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete the Proposed Business Combination

or any other Initial Business Combination and instead be required to liquidate the Company.

If we are required to liquidate the Company,

our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation

in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

The funds in the Trust Account have, since our

Public Offering, been held only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds investing

solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

September 30, 2022, amounts held in Trust Account included approximately $1,992,611 of accrued interest.

To mitigate the risk of us being

deemed to have been operating as an unregistered investment company under the Investment Company Act, we may, on or prior to the 24-month

anniversary of the effective date of the registration statement relating to our Public Offering, or September 21, 2023, instruct Continental

Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S.

government treasury obligations

or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank

accounts) until the earlier of the consummation of the Proposed Business Combination, another Initial Business Combination or our liquidation.

Following such liquidation of the assets in our Trust Account, we will likely receive minimal interest, if any, on the funds held in the

Trust Account, which would reduce the dollar amount our Public Shareholders would have otherwise received upon any redemption or liquidation

of the Company if the assets in the Trust Account had remained in U.S.

government securities or money market funds.

This means that the

amount available for redemption will not increase after such liquidation.

In addition, even prior to the 24-month anniversary of the effective

date of the registration statement relating to our Public Offering, we may be deemed to be an investment company.

The longer that the

funds in the Trust Account are held in short-term U.S.

government securities or in money market funds invested exclusively in such securities,

even prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment company, in which

case we may be required to liquidate.

Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust

Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further

reduce the dollar amount our Public Shareholders would receive upon any redemption or our liquidation.

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 1A. Risk Factors