What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-13 · 62 added, 54 removed, 158 unchanged (42% of the section changed)

53 unchanged sentences

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

Our only activities from inception to June 30, 2021 were organizational

activities, those necessary to prepare for the Initial Public Offering (“Initial Public Offering”) and identifying a target

company for a business combination.

We do not expect to generate any operating revenues until after the completion of our business combination.

We expect to generate non-operating income in the form of interest income on cash and marketable securities held after the Initial Public

We expect that we will 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 in connection with completing a business combination.

the period from February 26, 2021 (inception) through June 30, 2021, we had a net loss of $1,744,522, which consists of interest income

on marketable securities held in the Trust Account of $17, offset by unrealized loss from marketable securities held in the Trust Account

of $9,495, change in Fair Value of warrant liability $1,462,306, operating costs of $10,900 and offering costs allocated to warrants

Our only activities from inception to September 30,

2021 were organizational activities, those necessary to prepare for the Initial Public Offering (“Initial Public Offering”)

and identifying a target company for a business combination.

We do not expect to generate any operating revenues until after the completion

of our business combination.

We expect to generate non-operating income in the form of interest income on cash and marketable securities

held after the Initial Public Offering.

We expect that we will 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 in connection with completing a business

the period from February 26, 2021 (inception) through September 30, 2021, we had a net income of $1,816,276, which consists of unrealized

gain from marketable securities held in the Trust Account of $11,591, change in fair value of warrant liabilities of $2,321,752

offset by operating costs of $255,229 and offering costs allocated to warrants of $261,838.

the three months ended September 30, 2021, we had a net income of $3,560,797, which consists of unrealized gain from marketable

securities held in the Trust Account of $21,068, change in fair value of warrant liabilities of $3,784,058 offset by operating

costs of $244,329.

and Capital Resources

6 unchanged sentences

fees (see Note 5) and $513,677 of other costs.

of June 30, 2021, we had available to us $938,805 of cash on our balance sheet and a working capital of $757,173.

We intend to use the

funds held outside of the Trust Account 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.

The interest income earned on the investments in the Trust Account are unavailable

to fund operating expenses.

of September 30, 2021, we had available to us $330,240 of cash on our balance sheet and a working capital of $512,844.

We intend to use

the funds held outside of the Trust Account 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.

The interest income earned on the investments in the Trust Account

are unavailable to fund operating expenses.

order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor or certain

22 unchanged sentences

designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,150,000 since

the underwriters’ over-allotment option is exercised in full ($0.10 per unit), on or prior to the date of the applicable

deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a

total payment value of $2,300,000 since the underwriters’ over-allotment option is exercised in full ($0.10 per unit ) (the

“Extension Loans”).

the underwriters’ over-allotment option is exercised in full ($0.10 per unit), on or prior to the date of the applicable deadline,

for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment

value of $2,300,000 since the underwriters’ over-allotment option is exercised in full ($0.10 per unit ) (the “Extension

Any such payments would be made in the form of non-interest bearing loans.

If the Company completes its

initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension Loans out of the proceeds of the Trust

Account released to the Company or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which

units will be identical to the Private Placement Units.

If the Company does not complete a Business Combination, the Company will repay

such loans only from funds held outside of the Trust Account.

Furthermore, the letter agreement among the Company and the Company’s

officers, directors, and the Sponsor contains a provision pursuant to which the Sponsor will agree to waive its right to be repaid for

such loans to the extent there is insufficient funds held outside of the Trust Account in the event that the Company does not complete

a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for

the Company to complete the initial Business Combination.

The public stockholders will not be afforded an opportunity to vote on the

extension of time to consummate an initial Business Combination from 12 months to 18 months described above or redeem their shares in

connection with such extensions.

If the Company completes its initial Business

Combination, the Company will, at the option of the Sponsor, repay the Extension Loans out of the proceeds of the Trust Account released

to the Company or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will be identical

to the Private Placement Units.

If the Company does not complete a Business Combination, the Company will repay such loans only from

funds held outside of the Trust Account.

Furthermore, the letter agreement among the Company and the Company’s officers, directors,

and the Sponsor contains a provision pursuant to which the Sponsor will agree to waive its right to be repaid for such loans to the extent

there is insufficient funds held outside of the Trust Account in the event that the Company does not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete

the initial Business Combination.

The public stockholders will not be afforded an opportunity to vote on the extension of time to consummate

an initial Business Combination from 12 months to 18 months described above or redeem their shares in connection with such extensions.

Sheet Financing Arrangements

37 unchanged sentences

Significant inputs into the valuation model are unobservable.

Loss Per Share of Common Stock

loss per share of common stock is computed by dividing net income (loss) applicable to common stockholders by the weighted average number

of shares of common stock outstanding during the period.

Consistent with FASB 480, shares subject to possible redemption, as well as

their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of

loss per share of common stock for the three months June 30, 2021.

Such shares, if redeemed, only participate in their pro rata share

of trust earnings.

Diluted loss per share includes the incremental number of shares of common stock to be issued to settle warrants,

as calculated using the treasury method.

For the period from February 26, 2021 (inception) through June 30, 2021, the Company did not

have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into common stock.

diluted loss per share of common stock is the same as basic loss per share of common stock for all periods presented.

Income (Loss) Per Share of Common Stock

income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with

the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since

the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

Company applies the two-class method in calculating earnings per share.

The contractual formula utilized to calculate the redemption

amount approximates fair value.

The Class feature to redeem at fair value means that there is effectively only one class of stock.

in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation.

Net income per common

share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average

number of common shares outstanding for each of the periods.

The calculation of diluted income per common stock does not consider the

effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future

events and the inclusion of such warrants would be anti-dilutive.

The warrants are exercisable for 6,014,088 shares of common

stock in the aggregate.

Financial Instruments

18 unchanged sentences

to occurrence of uncertain future events.

Accordingly, at June 30, 2021, as there are 1,514,656 shares of Class A Common Stock outstanding,

Accordingly, at September 30, 2021, as there are 528,175 shares of Class A Common Stock outstanding,

11,500,000 shares of Class A Common Stock are subject to possible redemption.

8 unchanged sentences

earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 1, 2021.

Adoption of the ASU did not impact

the Company’s financial position, results of operations or cash flows.

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified

retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company is currently assessing the impact, if any,

that ASU 2020-06 would have on its financial position, results of operations or cash flows.

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

1 unchanged sentence

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