What changed in this filing

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Item 1. Financial Statements

2022-08-11 compared with 2022-05-12 · 256 added, 169 removed, 768 unchanged (36% of the section changed)

13 unchanged sentences

Accrued offering costs and expenses

Income tax payable

Due to related party

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Commitments and Contingencies (Note 6)

Common stock subject to possible redemption, 18,975,000 shares at redemption value of $ 10.10 at March 31, 2022 and December 31, 2021

Common stock subject to possible redemption, 18,975,000 shares at redemption value of approximately $ 10.11 and $ 10.10 at June 30, 2022 and December 31, 2021, respectively

Stockholders’ Deficit:

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100,000,000 shares authorized;

5,193,750 shares issued and outstanding (excluding 18,975,000 shares subject to possible redemption) at March 31, 2022 and December 31, 2021

5,193,750 shares issued and outstanding (excluding 18,975,000 shares subject to possible redemption) at June 30, 2022 and December 31, 2021

Additional paid-in capital

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UNAUDITED CONDENSED

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS

ENDED MARCH 31, 2022

STATEMENTS OF OPERATIONS

For the three months ended June 30,

For the six months ended June 30,

For the period from April 19, 2021 (inception) through June 30,

Formation and operating costs

Loss from operations

Other income:

Interest income earned on cash and marketable securities held in Trust Account

1 unchanged sentence

Total other income

Income (loss) before provision for income tax

Income tax provision

Net income (loss)

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

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Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net income per share, common stock

4,125,000 (1)(2)(3)

Basic and diluted net income (loss) per share, common stock

(1) Excludes up to 618,750 shares of common stock subject to

forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

(2) In October 2021, the Sponsor irrevocably surrendered to the Company

for cancellation and for no consideration 862,500 shares of common stock.

All shares and associated amounts were retroactively restated

to reflect the share surrender (see Notes 5 and 7).

(3) On December 20, 2021, the Company effected a 1.1-for-1 stock

dividend resulting in the Sponsor holding 4,743,750 shares of common stock.

All shares and associated amounts were retroactively restated

to reflect the stock dividend (see Notes 5 and 7)

The accompanying notes

are an integral part of the unaudited condensed financial statements.

NORTHVIEW ACQUISITION

UNAUDITED CONDENSED

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS

ENDED MARCH 31, 2022

NORTHVIEW ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ DEFICIT

FOR THE THREE

AND SIX MONTHS ENDED JUNE 30, 2022 AND FOR THE PERIOD FROM

APRIL 19, 2021 (INCEPTION)

THROUGH JUNE 30, 2021

Stockholders’

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$ ( 5,909,230 )

Balance as of March 31, 2022

Balance as of March 31, 2022 (unaudited)

( 2,200,732 )

( 2,200,213 )

Accretion of common stock to redemption value

Balance as of June 30, 2022 (unaudited)

$ ( 1,120,847 )

$ ( 1,120,328 )

Stockholders’

Balance as of April 19, 2021 (inception)

Class B common stock issued to initial stockholder

Balance as of June 30, 2021 (unaudited)

(1) Includes up to 618,750 shares of common stock subject to

forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

(2) In October 2021, the Sponsor irrevocably surrendered to the Company

for cancellation and for no consideration 862,500 shares of common stock.

All shares and associated amounts were retroactively restated

to reflect the share surrender (see Notes 5 and 7).

(3) On December 20, 2021, the Company effected a 1.1-for-1 stock

dividend resulting in the Sponsor holding 4,743,750 shares of common stock.

All shares and associated amounts were retroactively restated

to reflect the stock dividend (see Notes 5 and 7)

accompanying notes are an integral part of the unaudited condensed financial statements.

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UNAUDITED CONDENSED

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS

ENDED MARCH 31, 2022

STATEMENTS OF CASH FLOWS

For the six months ended

For the period from April 19, 2021 (inception) through June 30,

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest income on cash and marketable securities held in Trust Account

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Accrued offering costs and expenses

Income tax payable

Due to related party

Net cash used in operating activities

Cash flows from investing activities:

Reimbursement of franchise tax payment from Trust Account

Reimbursement by related party

Net cash provided by investing activities

Net change in cash

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Cash, end of the period

Supplemental disclosure of cash flow information:

Accretion of common stock to redemption value

Deferred offering costs paid through issuance of founder shares

Deferred offering costs paid through issuance of promissory note

Deferred offering costs included in accrued offering costs and expenses

The accompanying notes

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NORTHVIEW ACQUISITION

NOTES TO CONDENSED

FINANCIAL STATEMENTS

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Note 1 - Organization, Business

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30, 2022, the Company had approximately $ 0.5 million in cash and working capital of approximately $ 0.8 million.

Prior to the completion

of the Company’s IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of

$ 25,000 for the founder shares to cover certain of the offering costs and the loan under an unsecured promissory note from the Sponsor

of $ 204,841 , which was fully paid upon the IPO.

Subsequent to the consummation of the Initial Public Offering and Private Placement, the

Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the

Trust Account.

completion of the Company’s IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the

Sponsor of $ 25,000 for the founder shares to cover certain of the offering costs and the loan under an unsecured promissory note from

the Sponsor of $ 204,841 , which was fully paid upon the IPO.

Subsequent to the consummation of the Initial Public Offering and Private

Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement

not held in the Trust Account.

in order to finance transaction costs in connection with an intended Business Combination, the initial stockholders or an affiliate of

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Capital Loans (see Note 5).

As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working

Capital Loans.

As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital

has until March 22, 2023 to consummate a Business Combination.

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and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s

ability to continue as a going concern for the next twelve months from the issuance of these financial statements.

No adjustments have

been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after March 22, 2023.

ability to continue as a going concern for the next twelve months from the issuance of these unaudited condensed financial statements.

No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after March

Risks and Uncertainties

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results for the periods presented.

The interim results for the three months ended March 31, 2022 are not necessarily indicative of the

results to be expected for the year ending December 31, 2022 or for any future periods.

The interim results for the three and six months ended June 30, 2022 are not necessarily indicative

of the results to be expected for the year ending December 31, 2022 or for any future periods.

The accompanying unaudited condensed financial

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10-K annual report filed by the Company with the SEC on March 18, 2022.

Emerging Growth Company Status

Growth Company Status

is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business

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considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

did not have any cash equivalents as of March 31, 2022 and December 31, 2021.

did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

and Marketable Securities Held in Trust Account

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Treasury securities.

For the three months ended March 31, 2022, the Company

did not withdraw any of the interest income from the Trust Account to pay its tax obligations.

29, 2022, pursuant to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust

Company (“CST”), the trustee of the Trust Account, $ 8,484 of interest income from the Trust Account was withdrawn by the Company

for the payment of its taxes.

classifies its US Treasury bills as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.”

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and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest

Such amortization and accretion are included in the “interest income” line item in the statement of operations.

income is recognized when earned.

value, excluding gross unrealized holding loss, and fair value of held to maturity securities on March 31, 2022 and December 31, 2021

are as follows:

Such amortization and accretion are included in the “interest income” line item in the unaudited condensed statements

of operations.

Interest income is recognized when earned.

value, excluding gross unrealized holding loss, and fair value of held to maturity securities on June 30, 2022 and December 31, 2021 are

Treasury Bills

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$ 191,793,480

$ 191,587,347

Treasury Bills

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$ 191,641,049

accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets

and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and

for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation

allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets

and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets

and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally

requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not

As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded

Our effective tax rate was 2.14 % and 0.54 % for the three and six months ended June 30, 2022, respectively, and 0.00 % for the

period from April 19, 2021 (inception) through June 30, 2021.

The effective tax rate differs from the statutory tax rate of 21 % for the

six months ended June 30, 2022, due to changes in fair of warrant liabilities, and the valuation allowance on the deferred tax assets.

also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

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to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon

examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting

in interim period, disclosure and transition.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021.

and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021.

The Company is currently not aware of any

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has identified the United States as its only “major” tax jurisdiction.

may be subject to potential examination by federal and state taxing authorities in the areas of income taxes.

These potential examinations

may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal

and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially

change over the next twelve months.

The Company is subject to income taxation by major

taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income

among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the

total amount of unrecognized tax benefits will materially change over the next twelve months.

Fair Value of Financial Instruments

value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets,

primarily due to their short-term nature, except for the warrant liabilities.

value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying condensed balance

sheets, primarily due to their short-term nature, except for the warrant liabilities.

is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between

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Derivative instruments are initially

recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement

of operations.

Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether

or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited

condensed statements of operations.

Derivative assets and liabilities are classified in the condensed balance sheets as current or non-current based

on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet

Warrant Liabilities

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With each such re-measurement, the warrant

liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations (See

liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements

of operations (See Note 8).

Costs associated with the Initial Public Offering

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Warrants and Representative’s Warrants that were classified as liabilities.

Per Common Stock

(Loss) Per Common Stock

has two categories of shares, which are referred to as common stock subject to possible redemption and common stock.

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The 17,404,250 potential shares of common stock for outstanding warrants

to purchase the Company’s shares were excluded from diluted earnings per share for the period ended March 31, 2022 because the warrants

are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net income per share of common stock is

the same as basic net income per share of common stock for the period.

The table below presents a reconciliation of the numerator

and denominator used to compute basic and diluted net income per share for each category of common stock:

the three months ended

March 31, 2022

Basic and diluted net income per share:

Allocation of net income

to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2022

and for the period from April 19, 2021 (inception) through June 30, 2021 because the warrants are contingently exercisable, and the contingencies

have not yet been met.

As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share

of common stock for the periods presented.

The table below presents a reconciliation of the numerator and denominator used to compute

basic and diluted net income (loss) per share for each category of common stock:

For the three

June 30, 2022

For the period from

April 19, 2021 (inception)

through June 30, 2021

Common stock subject to possible redemption

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

Weighted-average shares outstanding

Basic and diluted net income per share

4,125,000 (1)

Basic and diluted net income (loss) per share

(1) Excludes up to 618,750 shares of common stock subject to

forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

Common Stock Subject to Possible

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that the instrument will become redeemable.

31, 2022 and December 31, 2021, the amount of public common stock reflected on the balance sheets is reconciled in the following table:

30, 2022, the amount of public common stock reflected on the condensed balance sheet is reconciled in the following table:

Gross proceeds

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Accretion of redeemable common stock - 2021

Accretion of redeemable common stock - 2022

Contingently redeemable common stock

$ 191,779,978

As of December

31, 2021, the amount of public common stock reflected on the balance sheet is reconciled in the following table:

Gross proceeds

$ 189,750,000

Proceeds allocated to Public Warrants

( 4,204,248 )

Common stock issuance costs

( 7,701,178 )

Accretion of redeemable common stock

Contingently redeemable common stock

$ 191,647,500

Recently Issued Accounting

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expenses (other than underwriting commissions).

The Company paid $ 25,000 in excess which is owed back to the Company, and is accounted

for as due from related party as of March 31, 2022 and December 31, 2021.

The Company paid $ 25,000 in excess which was owed back to the Company upon the closing

of the IPO, and was returned by the Sponsor on June 15, 2022.

Related Party Loans

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Warrants, including as to exercise price, exercisability and exercise period.

At March 31, 2022 and December 31, 2021, the Company had

At June 30, 2022 and December 31, 2021, the Company had

no borrowings under the Working Capital Loans.

Administrative Service Fee

on the effective date of the IPO, the Company will pay an affiliate of one of the Company’s officers a total of $ 5,000 per

month for office space, utilities, secretarial support and other administrative and consulting services.

Upon completion of the Company’s

Business Combination or its liquidation, the Company will cease paying these monthly fees.

For the three months ended March 31, 2022,

$ 15,000 had been incurred and paid relating to the administrative service fee.

on the effective date of the IPO, the Company began paying its Sponsor a total of $ 5,000 per month for office space, utilities, secretarial

support and other administrative and consulting services.

Upon completion of the Company’s Business Combination or its liquidation,

the Company will cease paying these monthly fees.

For the three and six months ended June 30, 2022, $ 15,000 and $ 33,387 , respectively,

had been incurred relating to the administrative service fee.

As of June 30, 2022, $ 5,000 relating to the administrative service fee was

not paid yet and recorded as due to related party.

will have until 15 months from the closing of the IPO to consummate an initial Business Combination.

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in connection with the filing of any such registration statements.

Underwriters Agreement

The underwriters

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the Company with its press releases and public filings in connection with the Business Combination.

The Company will pay I-Bankers and

Dawson James a cash fee for such marketing services upon the consummation of the initial Business Combination in an amount of 3.68 %

The Company is obligated to pay I-Bankers

and Dawson James a cash fee for such marketing services upon the consummation of the initial Business Combination in an amount of 3.68 %

of the gross proceeds of the IPO, or $ 6,986,250 .

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with such designations, rights and preferences as may be determined from time to time by the Company’s board of directors.

March 31, 2022 and December 31, 2021, there was no preferred stock issued or outstanding.

of June 30, 2022 and December 31, 2021, there was no preferred stock issued or outstanding.

Stock — The Company is authorized to issue a total of 100,000,000 shares of common stock at par value of

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of the over-allotment option) at the consummation of the IPO to I-Bankers and Dawson James (and/or their designees).

March 31, 2022 and December 31, 2021, there were 5,193,750 shares of common stock issued and outstanding, excluding 18,975,000 shares

30, 2022 and December 31, 2021, there were 5,193,750 shares of common stock issued and outstanding, excluding 18,975,000 shares

of common stock subject to redemption.

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The following

tables present information about the Company’s liabilities that are measured at fair value on March 31, 2022 and December 31, 2021,

tables present information about the Company’s liabilities that are measured at fair value on June 30, 2022 and December 31, 2021,

and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

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Warrant liabilities – Private Placement Warrants

Warrant liabilities – Representative’s

Warrant liabilities – Representative’s Warrants

Warrant liabilities – Public Warrants

Warrant liabilities – Private Placement Warrants

Warrant liabilities – Representative’s

Warrant liabilities – Representative’s Warrants

Warrants, the Private Placement Warrants and the Representative’s Warrants were accounted for as liabilities in accordance with

ASC 815-40 and are presented within liabilities on the balance sheets.

The warrant liabilities are measured at fair value at inception

and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of

The Company utilized a Monte Carlo simulation

model for the initial valuation of the Public Warrants and the subsequent measurement at December 31, 2021.

The subsequent measurement

of the Public Warrants at March 31, 2022 was classified as Level 1 due to the use of an observable market quote in an active market.

of March 31, 2022, the aggregate value of Public Warrants was $ 1,801,676 .

ASC 815-40 and are presented within liabilities on the condensed balance sheets.

The warrant liabilities are measured at fair value at

inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited

condensed statements of operations.

utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants and the subsequent measurement at December 31,

The subsequent measurement of the Public Warrants at June 30, 2022 was classified as Level 1 due to the use of an observable market

quote in an active market.

As of June 30, 2022 and December 31, 2021, the aggregate value of Public Warrants was $ 1,091,063 and $ 3,890,177 ,

respectively.

uses a Monte Carlo simulation model to value the Private Placement Warrants and the Representative’s Warrants.

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expected life of the warrants is assumed to be equivalent to their remaining contractual term.

inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at March 31, 2022 and December 31, 2021:

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Fair value of Common stock

inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at June 30, 2022 and December 31, 2021:

Risk-free interest rate

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table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair

value on a recurring basis for the three months ended March 31, 2022:

value on a recurring basis for the six months ended June 30, 2022:

Representative’s

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Fair value at March 31, 2022

Transfers to/from Levels

1, 2 and 3 are recognized at the end of the reporting period.

There was a transfer out of Level 3 to Level 1 for the fair value

of the Public Warrants when they began to trade separately from the Units during the three months ended March 31, 2022.

Change in fair value of warrant liabilities

Fair value at June 30, 2022

to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.

There was a transfer out of Level 3 to Level 1

for the fair value of the Public Warrants when they began to trade separately from the Units during the three months ended March 31, 2022.

9 - Subsequent Events

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Results of Operations

As of March 31, 2022,

As of June 30, 2022,

we had not commenced any operations.

All activity for the three months ended March 31, 2022 relates to our formation and the Initial Public

All activity for the six months ended June 30, 2022 relates to our formation and the Initial Public

Offering, and, subsequent to the IPO, identifying a target company for a Business Combination.

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 and unrealized gains from the cash and marketable

securities held in the Trust Account.

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.

nor generated any operating 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 and unrealized gains from the cash

and marketable securities held in the Trust Account.

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 March 31, 2022, we had net income of $3,709,017, which consisted of a gain of $3,877,929 for the change in fair value of our warrant

liabilities and interest income of $72,684, offset by formation and operating costs of $241,596.

We are required to revalue our liability-classified

warrants at the end of each reporting period and reflect in the statement of operations a gain or loss from the change in fair value of

the warrant liabilities in the period in which the change occurred.

ended June 30, 2022, we had net income of $1,212,363, which consisted of a gain of $1,294,594 for the change in fair value of our warrant

liabilities and interest income of $161,816, offset by formation and operating costs of $217,525 and income tax provision of $26,522.

We are required to revalue our liability-classified warrants at the end of each reporting period and reflect in the unaudited condensed

statements of operations a gain or loss from the change in fair value of the warrant liabilities in the period in which the change occurred.

For the six months ended

June 30, 2022, we had net income of $4,921,380, which consisted of a gain of $5,172,523 for the change in fair value of our warrant liabilities

and interest income of $234,500, offset by formation and operating costs of $459,121 and income tax provision of $26,522.

We are required

to revalue our liability-classified warrants at the end of each reporting period and reflect in the unaudited condensed statements of

operations a gain or loss from the change in fair value of the warrant liabilities in the period in which the change occurred.

For the period from April

19, 2021 (inception) through June 30, 2021, we had a net loss of $338 which consisted of a formation and operating costs of $338.

Liquidity and Going

As of March 31, 2022,

As of June 30, 2022,

we had approximately $0.5 million in cash and working capital of approximately $0.8 million.

Prior to the completion of the initial public

offering, our liquidity needs had been satisfied through a capital contribution from the sponsor of $25,000 for the founder shares to

cover certain of the offering costs and the loan under an unsecured promissory note from the sponsor of $204,841, which was fully paid

upon the initial public offering.

Subsequent to the consummation of the initial public offering and private placement, our liquidity needs

have been satisfied through the proceeds from the consummation of the private placement not held in the trust account.

For the six months ended

June 30, 2022, cash used in operating activities was $293,986.

Net income of $4,921,380 was impacted primarily by changes in operating

assets and liabilities of $191,657, offset by trust interest income of $234,500 and change in fair value of our warrant liabilities of

Prior to the completion

of the initial public offering, our liquidity needs had been satisfied through a capital contribution from the sponsor of $25,000 for

the founder shares to cover certain of the offering costs and the loan under an unsecured promissory note from the sponsor of $204,841,

which was fully paid upon the initial public offering.

Subsequent to the consummation of the initial public offering and private placement,

our liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held in the trust account.

In addition, in order

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were no amounts outstanding under any working capital loans.

until March 22, 2023 to consummate a Business Combination.

It is uncertain that we will be able to consummate a Business Combination by

March 22, 2023.

If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent

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,” management has determined that mandatory liquidation, and subsequent

dissolution, should us be unable to complete a business combination, raises substantial doubt about our ability to continue as a going

concern for the next twelve months from the issuance of these financial statements.

No adjustments have been made to the carrying amounts

of assets and liabilities should we be required to liquidate after March 22, 2023.

We have until March 22,

2023 to consummate a Business Combination.

It is uncertain that we will be able to consummate a Business Combination by March 22, 2023.

If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution.

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,” management has determined that mandatory liquidation, and subsequent dissolution, should

us be unable to complete a business combination, raises substantial doubt about our ability to continue as a going concern for the next

twelve 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 March 22, 2023.

Off-Balance Sheet

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We did not have any off-balance

sheet arrangements as of March 31, 2022.

sheet arrangements as of June 30, 2022 and December 31, 2021.

Contractual Obligations

As of March 31, 2022,

we did not have any long-term debt, capital or operating lease obligations.

We entered into an administrative

services agreement pursuant to which we will pay an affiliate of one of our directors for office space and secretarial and administrative

services provided to members of our management team, in an amount of $5,000 per month.

For the three months ended March 31, 2022, we incurred

$15,000 of administrative services fees.

As of June 30, 2022 and

December 31, 2021, we did not have any long-term debt, capital or operating lease obligations.

We entered into an administrative services agreement

with our sponsor pursuant to which we pay for office space and secretarial and administrative services provided to members of our management

team, in an amount of $5,000 per month.

For the three and six months ended June 30, 2022, $15,000

and $33,387, respectively, had been incurred relating to the administrative service fee.

As of June 30, 2022, $5,000 relating to the administrative

service fee was not paid yet and recorded as due to related party.

We have engaged I-Bankers

2 unchanged sentences

Combination with one or more businesses or entities.

We will pay I-Bankers and Dawson James for such services a fee equal to 3.68% of

the gross proceeds of the Public Offering.

We have agreed to pay I-Bankers and Dawson James for such services a fee equal to

3.68% of the gross proceeds of the Public Offering.

Critical Accounting

22 unchanged sentences

With each such

re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in our statement of operations.

Net Income Per Common

We have two categories

of shares, which are referred to as common stock subject to possible redemption and common stock.

Earnings and losses are shared pro rata

between the two categories of shares.

The 17,404,250 potential shares of common stock for outstanding warrants to purchase our

shares were excluded from diluted earnings per share for the three months ended March 31, 2022 because the warrants are contingently exercisable,

and the contingencies have not yet been met.

As a result, diluted net income per share of common stock is the same as basic net income

per share of common stock for the period.

re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in our unaudited condensed

statements of operations.

Net Income (Loss)

Per Common Stock

have two categories of shares, which are referred to as common stock subject to possible redemption and common stock.

Earnings and losses

are shared pro rata between the two categories of shares.

The 17,404,250 potential shares of common stock for outstanding warrants

to purchase our shares were excluded from diluted earnings per share for the three and six months ended June 30, 2022 and for the period

from April 19, 2021 (inception) through June 30, 2021 because the warrants are contingently exercisable, and the contingencies have not

yet been met.

As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common

stock for the periods presented.

Common Stock Subject to Possible Redemption

38 unchanged sentences

whichever is earlier.

Quantitative and Qualitative Disclosures About Market

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Quantitative and Qualitative

Disclosures About Market Risk

We are a smaller reporting

company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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 1. Financial Statements