What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-01-30 compared with 2022-04-01 · 52 added, 51 removed, 95 unchanged (52% of the section changed)

19 unchanged sentences

have neither engaged in any operations (other than searching for a business combination after our IPO) nor generated any operating revenues

Our only activities from May 20, 2021 (inception) through December 31, 2021 were organizational activities, those necessary

Our only activities from January 1, 2022 through December 31, 2022 were organizational activities, those necessary

to prepare for the IPO, described below, and searching for a business combination after our IPO.

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and auditing compliance), as well as for due diligence expenses.

the period from May 20, 2021 (inception) through December 31, 2021, we had a net loss of $169,488, which consisted of formation

and operational costs of $171,167 offset by interest earned on investments held in the trust account of $1,679.

For the year ended December 31, 2022, we had net income

of $847,623, which consisted of formation and operational costs and transaction costs totaling $787,639 offset by interest and dividends

earned on investments held in the trust account of $ 2,081,055.

the period from May 20, 2021 (inception) through December 31, 2021, we had a net loss of $169,488, which consisted of formation and operational

costs of $171,167 offset by interest earned on investments held in the trust account of $1,679.

and Capital Resources

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deferred underwriting fees and $426,885 of other offering costs.

the year ended December 31, 2022, cash used in operating activities was $787,639.

Net income of $847,623 was affected by interest earned

on investments held in the trust account of $2,081,055 and changes in operating assets and liabilities used $644,474 of cash for operating

the period from May 20, 2021 (inception) through December 31, 2021, cash used in operating activities was $171,167.

$169,488 was affected by interest earned on investments held in the trust account of $1,679 and changes in operating assets

and liabilities used $102,849 of cash for operating activities.

of December 31, 2021, we had cash and investments held in the trust account of $146,626,679.

We intend to use substantially all of the

funds held in the trust account, including any amounts representing interest earned on the trust account to complete our initial business

We may withdraw interest to pay taxes.

During the period ended December 31, 2021, we did not withdraw any interest income

from the trust account.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial

business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the

target business or businesses, make other acquisitions and pursue our growth strategies.

Net loss of $169,488

was affected by interest earned on investments held in the trust account of $1,679 and changes in operating assets and liabilities used

$274,017 of cash for operating activities.

of December 31, 2022 and 2021, we had cash and investments held in the trust account of $14,011,070 and $146,626,679, respectively.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the

trust account to complete our initial business combination.

We may continue to withdraw interest to pay taxes.

During the year ended

December 31, 2022, we withdrew interest income from the trust account to pay franchise and income taxes.

extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination,

the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or

businesses, make other acquisitions and pursue our growth strategies.

of December 31, 2022, we had $117,506 of cash held outside of the trust account.

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

underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate.

The deferred fee will become payable to

the underwriters from the amounts held in the trust account solely in the event that we complete our initial business combination, subject

to the terms of the underwriting agreement, which was attached as an exhibit to our registration statement on form S-1 filed with the

SEC in connection with our IPO (File No.

underwriters were entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate as noted in our prospectus, however,

the underwriters have issued a letter to the Company on November 12, 2022 that it has reduced the deferred fee to $500,000 in the

The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event

that we complete our initial business combination, subject to the same terms of the underwriting agreement, which was attached as an

exhibit to our registration statement on form S-1 filed with the SEC in connection with our IPO (File No.

Accounting Policies

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We have identified the following critical accounting policies:

Warrant Liabilities

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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing

Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers

whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,

and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed

to our own ordinary share, among other conditions for equity classification.

This assessment, which requires the use of professional

judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital at the

time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required

to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated

fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations

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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition

of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including

whether the warrants are indexed to our own ordinary share, among other conditions for equity classification.

This assessment, which

requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end

date while the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of additional paid-in-capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification,

the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations

Stock Subject to Possible Redemption

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outside of the stockholders’ equity section of our balance sheet.

The Company recognizes changes in redemption value

immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each

reporting period.

Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional

paid in capital and accumulated deficit.

Income (Loss) per Common Share

Net loss per share is computed by dividing

net loss by the weighted average number of shares of ordinary share outstanding during the period.

31, 2021, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted

into shares of ordinary share and then share in the earnings of the Company.

As a result, diluted loss per share is

the same as basic loss per share for the period presented.

Remeasurement associated with the redeemable common stock is excluded

from loss per common share as the redemption value approximates fair value.

Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares

to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable ordinary

shares are affected by charges against additional paid in capital and accumulated deficit.

Income (Loss) per Common Stock

loss per share is computed by dividing net loss by the weighted average number of shares of ordinary share outstanding during the period.

At December 31, 2021, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or

converted into shares of ordinary share and then share in the earnings of the Company.

As a result, diluted loss per share is the same

as basic loss per share for the period presented.

Remeasurement associated with the redeemable common stock is excluded from loss per

Common Stock as the redemption value approximates fair value.

Accounting Standards

2 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-K

Item 7. Management’s Discussion and Analysis