What changed in this filing

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Item 1A. Risk Factors

2023-12-18 compared with 2021-07-20 · 9 added, 40 removed, 4 unchanged (92% of the section changed)

of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our final prospectus

dated May 6, 2021 filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time

in our future filings with the SEC.

Any of these factors could result in a significant or material adverse effect on our results of operations

or financial condition.

Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business

or results of operations.

Unregistered Sale of Equity

Securities and Use of Proceeds.

of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2022, except we may disclose changes to such factors or disclose additional

factors from time to time in our future filings with the SEC.

Any of these factors could result in a significant or material adverse

effect on our results of operations or financial condition.

Additional risk factors not presently known to us or that we currently deem

immaterial may also impair our business or results of operations.

Unregistered Sale of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

On May 11, 2021, we completed

the private sale of an aggregate of 585,275 Private Placement Units at a price of $10.00 per Private Placement Unit to the Sponsor generating

gross proceeds to the Company of $5,852,750.

This purchase took place on a private placement basis simultaneously with the completion

of our Initial Public Offering.

No underwriting discounts or commissions were paid with respect to such sale.

The issuance of the Private

Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Private Placement Units

are identical to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable

or saleable until 30 days after the consummation of the Company’s initial business combination except to permitted transferees and

(b) the warrants included as a component of the Private Placement Units, so long as they are held by the Sponsor or its permitted transferees,

(i) may be exercised by the holders on a cashless basis and (ii) will be entitled to registration rights.

Use of Proceeds from the Public Offering

On May 11, 2021, we consummated

our Initial Public Offering of 11,500,000 units (the “Units”), including 1,500,000 Units issued pursuant to the exercise in

full of the underwriter’s over-allotment option.

Each Unit consists of one share of Class A common stock of the Company, par value

$0.0001 per share, and one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder

thereof to purchase one share of Class A common stock for $11.50 per share.

The Units were sold at a price of $10.00 per Unit, generating

gross proceeds to the Company of $115,000,000.

The securities sold in the

Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No.

The SEC declared the

registration statement effective on May 6, 2021.

Of the gross proceeds received

from the Initial Public Offering and the Private Placement Units, $117,300,000 was placed in a Trust Account.

We paid a total of $2,300,000

in underwriting discounts and commissions and $652,750 for other costs and expenses related to the Initial Public Offering.

the underwriters agreed to defer $4,025,000 in underwriting discounts and commission.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

Defaults Upon Senior Securities

Mine Safety Disclosures

Not Applicable

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/A

Item 1A. Risk Factors