What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-20 compared with 2023-08-21 · 25 added, 24 removed, 119 unchanged (29% of the section changed)

15 unchanged sentences

With this amendment, the Company has agreed to deposit into the Trust Account $0.05 for each outstanding public share for each monthly extension of the date by which the Company must complete its initial Business Combination.

Since the Meeting, we have deposited $245,242 into the Trust Account to extend the date by which it must consummate a Business Combination or cease operations until August 20, 2023.

Since the Meeting, we have deposited $490,484 into the Trust Account to extend the date by which it must consummate a Business Combination or cease operations until November 20, 2023.

In connection with the Extension, 9,865,056 shares of the Company’s common stock were redeemed (the “Redemption”), with 5,184,944 shares of Common Stock remaining outstanding after the Redemption, of which 1,634,944 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our IPO (the “Public Shares”).

Our public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the trust account as of two business days prior to the vote to approve the consummation of our initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares.

On October 20, 2023, the Company deposited $81,747 in the Trust Account extending the Extension date to December 20, 2023.

In April and May 2023, we secured operational working capital of $1,000,000 (“Promissory Notes”) through investors affiliated with the Sponsor and other third parties.

15 unchanged sentences

Additionally, we issued $1,000,000 in Promissory Notes to related parties and third party investors.

As of June 30, 2023, we had $255,452 in our operating bank account, and working capital deficit of $1,327,066, excluding taxes payable from the Trust Account.

Our liquidity needs through June 30, 2023 were satisfied through a payment from the Sponsor of $25,000 for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $400,000.

As of September 30, 2023, we had $27,900 in our operating bank account, and working capital deficit of $2,827,292.

Our liquidity needs through September 30, 2023 were satisfied through a payment from the Sponsor of $25,000 for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $400,000.

The outstanding balance under the promissory note of $323,190 was paid in full on October 22, 2021.

2 unchanged sentences

In order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans.

As of June 30, 2023, there were no amounts outstanding under any Working Capital Loans.

As of September 30, 2023, there were no amounts outstanding under any Working Capital Loans.

Going Concern

We anticipate that the $255,452 held outside the trust account as of June 30, 2023 might not be sufficient to allow us to operate for at least 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time.

We anticipate that the $27,900 held outside the trust account as of September 30, 2023 might not be sufficient to allow us to operate for at least 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time.

Until consummation of a Business Combination, we will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5 of the Financial Statements) from the initial shareholders, certain of our officers and directors (see Note 5 of the Financial Statements), 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.

4 unchanged sentences

These conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

We have until August 20, 2023 (or until December 20, 2023 with additional funding of the Trust Account) to consummate a Business Combination.

We have until November 20, 2023 (or until December 20, 2023 with additional funding of the Trust Account) to consummate a Business Combination.

It is uncertain that we will be able to consummate a Business Combination by that date, which is less than 12 months from the issuance date of these unaudited condensed financial statements.

1 unchanged sentence

In connection with our assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” we have determined that mandatory liquidation, and subsequent dissolution, should we be unable to complete a Business Combination, raises substantial doubt about our ability to continue as a going concern for the next 12 months from the issuance of these unaudited condensed financial statements.

No adjustments have been made to the carrying amounts of assets and liabilities should we be required to liquidate after August 20, 2023.

No adjustments have been made to the carrying amounts of assets and liabilities should we be required to liquidate after November 20, 2023.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.

Management continues to evaluate the impact of the COVID-19 pandemic, the Russia-Ukraine war and the Israel-Hamas conflict and has concluded that while it is reasonably possible that the virus and war could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

15 unchanged sentences

Results of Operations

As of June 30, 2023, we had not commenced any operations.

All activity for the period from May 14, 2021 (inception) through June 30, 2023 relates to our formation and the Initial Public Offering.

As of September 30, 2023, we had not commenced any operations.

All activity for the period from May 14, 2021 (inception) through September 30, 2023 relates to our formation and the Initial Public Offering.

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

2 unchanged sentences

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.

For the three months ended June 30, 2023, we had a net loss of $959,222, which consisted of operating costs of $432,334, accrued interest on Promissory Notes of $911,167 and provision for income taxes of $97,259, offset by interest earned on investments held in Trust Account of $481,538.

For the six months ended June 30, 2023, we had a net loss of $454,030, which consisted of operating costs of $952,519, accrued interest on promissory note of $911,167 and provision for income taxes of $355,924, offset by interest earned on investments held in Trust Account of $1,765,580.

For the three months ended June 30, 2022, we had a net loss of $130,227, which consisted of $314,387 in formation and operating costs and provision for income taxes of $12,153, offset by interest earned on investments held in Trust Account of $196,313.

For the six months ended June 30, 2022, we had a net loss of $317,120, which consisted of $541,562 in formation and operating costs and provision for income taxes of $12,153, offset by interest earned on investments held in Trust Account of $236,595.

For the three months ended September 30, 2023, we had a net loss of $928,754, which consisted of operating costs of $409,464, accrued interest on Promissory Notes of $704,965 and provision for income taxes of $40,052, offset by interest earned on investments held in Trust Account of $225,727.

For the three months ended September 30, 2022, we had a net income of $184,106, which consisted of interest earned on cash and securities held in Trust Account of $541,215, offset by operating costs of $253,954 and provision for income taxes of $103,155.

For the nine months ended September 30, 2023, we had a net loss of $1,382,784, which consisted of operating costs of $1,361,983, accrued interest on promissory note of $1,616,132 and provision for income taxes of $395,976, offset by interest earned on investments held in Trust Account of $1,991,307.

For the nine months ended September 30, 2022, we had a net loss of $133,014, which consisted of $795,516 in operating costs and provision for income taxes of $115,308, offset by interest earned on cash and securities held in Trust Account of $777,810.

Contractual Obligations

3 unchanged sentences

Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.

At June 30, 2023 and December 31, 2022, we had accrued $51,356 and $21,356, respectively, of administrative service fees, net of payments made.

For the three and six months ended June 30, 2023, the Company incurred $30,000 and $60,000 of administrative service fees expense, respectively.

For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000 of administrative service fees expense, respectively.

At September 30, 2023 and December 31, 2022, we had accrued $81,356 and $21,356, respectively, of administrative service fees, net of payments made.

For the three and nine months ended September 30, 2023, the Company incurred $30,000 and $90,000 of administrative service fees expense, respectively.

For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000 of administrative service fees expense, respectively.

Included in the Administrative Service Fee paid to the Sponsor is $100,000 the Sponsor pays to Lawson Gow, the Company’s Chief Strategy Officer, in connection with services related to identifying and consummating the initial Business Combination.

10 unchanged sentences

Craig-Hallum will assist with identifying selecting a potential target company, assisting with the formation of a letter of intent (“LOI”), evaluating proposals for potential Business Combination, assisting in structuring the formation of a potential Business Combination, identifying and selecting investors and other activities related to a potential Business Combination.

In the event an offering of securities in connection with a Business Combination with a Target or any other evidence of commitment with a Business Combination with a Target, the Company

will pay Craig-Hallum a cash fee of 6.0% of the gross proceeds raised and only if Craig-Hallum is the source of introduction to the specific transaction.

In the event an offering of securities in connection with a

Business Combination with a Target or any other evidence of commitment with a Business Combination with a Target, the Company will pay Craig-Hallum a cash fee of 6.0% of the gross proceeds raised and only if Craig-Hallum is the source of introduction to the specific transaction.

Additionally, if the Company completes a Business Combination with a target during the term of the contract with Craig Hallum, Craig-Hallum will be owed an M&A Advisory Fee in stock equal to the greater of (i) 2.0% of the aggregate transaction value of the target;

11 unchanged sentences

Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets.

Net Loss Per Common Stock

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

At June 30, 2023 and 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in our earnings.

As a result, diluted loss per common stock is the same as basic loss per common stock for the period presented.

Net (Loss) Income Per Common Stock

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period.

At September 30, 2023 and 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in our earnings.

As a result, diluted (loss) income per common stock is the same as basic (loss) income per common stock for the period presented.

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

7 unchanged sentences

Off-Balance Sheet Arrangements

As of June 30, 2023 and December 31, 2022, we did not have any off-balance sheet arrangements.

As of September 30, 2023 and December 31, 2022, we did not have any off-balance sheet arrangements.

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

8 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