What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-11-10 compared with 2022-08-11 · 21 added, 23 removed, 12 unchanged (79% of the section changed)

Unregistered Sales of Equity

Securities and Use of Proceeds.

On December 22, 2021,

we consummated our Initial Public Offering of 18,975,000 Units, which included 2,475,000 Units issued pursuant to the full exercise of

the over-allotment option granted to the underwriters, generating gross proceeds of $189,750,000.

Unregistered Sales of Equity Securities and Use of

On December 22, 2021, we consummated our Initial

Public Offering of 18,975,000 Units, which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option

granted to the underwriters, generating gross proceeds of $189,750,000.

I-Bankers Securities, Inc.

James Securities, Inc.

acted as joint book-running managers of the Initial Public Offering.

The securities in the offering were registered

under the Securities Act on registration statements on Form S-1 (Nos.

and Dawson James Securities, Inc.

as joint book-running managers of the Initial Public Offering.

The securities in the offering were registered under the Securities Act

on registration statements on Form S-1 (Nos.

333-257156 and 333-261763).

The Securities and Exchange

Commission declared the registration statement effective on December 20, 2021.

Simultaneous with the

consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 7,347,500 Private Placement Warrants

to the Sponsor and I-Bankers and Dawson James at a price of $1.00 per Private Placement Warrant, generating total proceeds of $7,347,500.

The Private Placement

Warrants are identical to the Warrants sold in the IPO except that the Private Placement Warrants:

(i) are not redeemable by the Company

and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their

permitted transferees.

We paid a total of $3,450,000

in underwriting discounts and commissions and $609,623 for other costs and expenses related to the IPO.

I-Bankers and Dawson James, representatives

of the several underwriters in the IPO, received a portion of the underwriting discounts and commissions related to the IPO.

The Securities and Exchange Commission declared the

registration statement effective on December 20, 2021.

Simultaneous with the consummation of the Initial

Public Offering, we consummated the private placement of an aggregate of 7,347,500 Private Placement Warrants to the Sponsor and I-Bankers

and Dawson James at a price of $1.00 per Private Placement Warrant, generating total proceeds of $7,347,500.

The Private Placement Warrants are identical to

the Warrants sold in the IPO except that the Private Placement Warrants:

(i) are not redeemable by the Company and (ii) may be exercised

for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees.

We paid a total of $3,450,000 in underwriting

discounts and commissions and $609,623 for other costs and expenses related to the IPO.

I-Bankers and Dawson James, representatives of

the several underwriters in the IPO, received a portion of the underwriting discounts and commissions related to the IPO.

We also repaid

9 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. Unregistered Sales of Equity Securities