What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-16 compared with 2021-11-15 · 166 added, 89 removed, 131 unchanged (66% of the section changed)

13 unchanged sentences

statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s

Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain

factors detailed in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons

acting on the Company’s behalf are qualified in their entirety by this paragraph.

Actual results may differ materially due to various factors, including, but not limited to:

ability to complete our initial business combination with SHF or an alternative business combination;

success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business

officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or

in approving our initial business combination, as a result of which they would then receive expense reimbursements;

ability to close the PIPE Financing (as defined below) which is intended to provide the financing to complete our initial business

the event the Business Combination (as defined below) is consummated, our ability to implement business plans, forecasts, and other

expectations regarding SHF after the completion of the proposed transactions and optimize SHF’s business;

the event the Business Combination is not consummated, the ability of our officers and directors to generate a number of potential

alternative acquisition opportunities;

pool of prospective target businesses;

ability of our officers and directors to generate a number of potential acquisition opportunities;

public securities’ potential liquidity and trading;

lack of a market for our securities;

continued liquidity and our ability to continue as a going concern;

use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

financial performance.

subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified

in their entirety by this paragraph.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial

statements and the notes thereto contained elsewhere in this Form 10-Q.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

Company is a blank check company formed under the laws of the State of Delaware on February 26, 2021 for the purpose of effecting a merger,

share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

intends to effectuate its initial Business Combination using cash from the proceeds of Public Offering and the Private Placement, the

proceeds of the sale of our securities in connection with our initial Business Combination, our shares, debt or a combination of cash,

stock and debt.

intends to effectuate its initial Business Combination using cash from the proceeds of our Initial Public Offering and the Private Placement,

the proceeds of the sale of our securities in connection with our initial Business Combination, our shares issued to the owners of the

target, debt issued to the bank or other lenders or the owners of the target, or a combination of the foregoing.

issuance of additional shares in connection with an initial Business Combination to the owners of the target or other investors:

significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class

B common stock resulted in the issuance of Class A shares on a greater than one -to-one basis upon conversion of the Class B common

B common stock resulted in the issuance of Class A Common Stock on a greater than one -to-one basis upon conversion of the Class

B common stock;

subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common

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purposes and other disadvantages compared to our competitors who have less debt.

expect to continue to incur significant costs in the pursuit of our initial Business Combination plans.

We cannot assure you that our

plans to raise capital or to complete our initial Business Combination will be successful.

expect to continue to incur significant costs in the pursuit of our initial Business Combination.

We cannot assure you that our plans

to complete our initial Business Combination will be successful.

Unit Purchase Agreement

February 11, 2022, we and our sponsor entered into the Unit Purchase Agreement with SHF, Seller, and PCCU.

Pursuant to the Unit Purchase

Agreement, upon the Closing of the Business Combination, we will purchase all of the issued and outstanding membership interests of SHF

in exchange for an aggregate of $185,000,000, consisting of (i) 11,386,139 shares of Class A Common Stock with an aggregate value equal

to $115,000,000 and (b) $70,000,000 in cash.

The obligations of the parties to consummate the Business Combination are subject to the

satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation:

(a) the representations

and warranties of the respective parties being true and correct subject to the materiality standards contained in the Unit Purchase Agreement;

(b) material compliance by the parties of their respective pre-closing covenants and agreements, subject to the standards contained in

the Unit Purchase Agreement;

(d) the approval by the Seller’s

manager of the Business Combination;

(e) the approval by SHF’s managers of the Business Combination;

(f) the absence of any Material

Adverse Effect (as defined in the Unit Purchase Agreement) with respect to us or with respect to SHF since the effective date of the

Unit Purchase Agreement that is continuing and uncured;

(g) us having at least $5,000,001 in tangible net assets upon the Closing;

the election of the members of the post-Closing board of directors consistent with the provisions of the Unit Purchase Agreement, a majority

of which are to be independent in accordance with the Nasdaq rules;

(i) the entry into certain ancillary agreements as of the Closing;

(j) the lack of any notice or communication from, or position of, the SEC requiring us to amend or supplement the proxy statement on

Schedule 14A to be delivered to our stockholders in connection with the approval of the Business Combination and related matters;

(k) the receipt of certain closing deliverables.

with entering into the Unit Purchase Agreement, we entered into a Securities Purchase Agreement with the PIPE Investors, pursuant to

which, among other things, the PIPE Investors agreed to subscribe for and purchase, and we agreed to issue and sell to the PIPE Investors,

an aggregate of 60,000 shares of our Series A Convertible Preferred Stock and warrants to purchase up to a number of shares of Class

A Common Stock equal to 50% of shares of the Class A Common Stock issuable upon conversion of the PIPE Shares for gross proceeds of $60.0

million the PIPE Financing.

The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation

of the Business Combination.

The Securities Purchase Agreement provides that it will terminate upon the earlier to occur of (i) termination

of the Unit Purchase Agreement and (ii) the mutual written agreement of each of the parties.

Unit Purchase Agreement, the PIPE Financing, and related agreements thereto are further described in the Form 8 K/A, filed by us on February

of Operations

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

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.

Our only activities from inception to March 31, 2022, were

organizational activities, those necessary to prepare for the Initial Public Offering and identifying a target company for a business

We do not expect to generate any operating revenues until after the completion of our initial Business Combination.

non-operating income in the form of interest income on marketable securities held in the Trust Accounts.

We incur expenses as a result

of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

the period from February 26, 2021 (inception) through March 31, 2021, we had a net loss of $795, which consisted entirely of formation

the three months ended March 31, 2022, we had net income of $784,548 which consists of unrealized gain from marketable securities held

in the Trust Account of $1,117 and change in fair value of warrant liabilities of $1,503,219 offset by operating costs of $719,788.

and Capital Resources

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the closing of the Initial Public Offering, we consummated the sale of 528,175 Private Placement Units at $10.00 per Private Placement

Unit to our Sponsor, generation gross proceeds of $5,281,750.

Unit to our Sponsor, generating gross proceeds of $5,281,750.

the three months ended March 31, 2022, cash used in operating activities was $181,638.

costs of the Initial Public Offering amounted to $6,263,677 consisting of $1,725,000 of underwriting fees, $4,025,000 of deferred underwriting

fees (see Note 6) and $513,677 of other costs.

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

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes the Business Combination, the Company would repay such loaned amounts.

In the event that

the Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay

such loaned amounts but no proceeds from the trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible

into units at a price of $10.00 per unit at the option of the lender.

The units would be identical to the Private Placement Units issued

to the Sponsor.

The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written

agreements exist with respect to such loans.

The Company does not expect to seek loans from parties other than the Sponsor or its directors

or officers or their respective affiliates as it does not believe third parties will be willing to loan such funds and provide a waiver

against any and all rights to seek access to funds in the trust account.

the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution

of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times,

each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing

additional funds into the Trust Account as set out below.

Pursuant to the terms of the Company’s amended and restated certificate

of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order

for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or

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

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.

of March 31, 2022, we had available to us $47,885 of cash on our balance sheet and a working capital deficit of $821,478.

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.

have up to 12 months from the closing of our IPO, or until June 28, 2022, to consummate an initial business combination.

we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board

if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three

months (for a total of up to 18 months, or until December 28, 2023, to complete a business combination), subject to the sponsor depositing

additional $1,150,000 into the trust account for each three month extensions at a total payment of $2,300,000, providing a total Business

Combination period of 18 months.

If our initial business combination is not consummated by June 28, 2022 (or until December 28, 2023

if we extend the period of time to consummate a business combination), then our existence will terminate, and we will distribute all

amounts in the trust account.

order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor

or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial Business Combination, we would repay such loaned amounts.

In the event that our initial Business Combination

does not close, we may use a portion of the working capital held outside the Trust Accounts to repay such loaned amounts but no proceeds

from our Trust Accounts would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into units identical to the

Placement Units, at a price of $10.00 per unit at the option of the lender.

we will need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem

a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we have entered into the

Securities Purchase Agreements for the additional financing in connection with such Business Combination.

Subject to compliance with

applicable securities laws, we expect to complete such financing simultaneously with the completion of our initial Business Combination.

If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced

to cease operations and liquidate the Trust Accounts.

In addition, following our initial Business Combination, if cash on hand is insufficient,

we may need to obtain additional financing in order to meet our obligations.

the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which

could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing

overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms,

Company intends to complete the proposed Business Combination before June 28, 2022, and we believe we have sufficient arrangements with

our vendors to continue to operate until we complete our initial Business Combination.

However, there can be no assurance that the Company

will be able to consummate the Business Combination by then.

In the event that we are unable to consummate the Business Combination before

June 28, 2022 we anticipate identifying and accessing additional capital resources in order to extend the Business Combination period

up to 18 months.

However, there can be no assurance that the Company will have access to sufficient capital to extend the deadline to

consummate the Business Combination.

As a result, in connection with the Company’s assessment of going concern considerations in

accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” it is uncertain that the Company will have sufficient

liquidity to fund the working capital needs of the Company beyond June 28, 2022.

Management has determined that given the liquidity condition

of the Company, should a Business Combination not occur by June 28, 2022, there is substantial doubt about the Company’s ability

to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be

required to liquidate.

Sheet Financing Arrangements

have no obligations, assets or liabilities which would be considered off-balance sheet arrangements.

We do not participate in transactions

that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of March 31, 2022.

We do not participate

in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest

entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

have not entered any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or entered any non-financial assets.

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

Commencing on the date

of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse Luminous

Capital Inc., an affiliate of the Sponsor, up to an amount of $10,000 per month for office space, secretarial and administrative support.

of other entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement

to pay an affiliate of the Sponsor a monthly fee up to $10,000 for office space, utilities and secretarial and administrative support

We began incurring these fees on June 24, 2021 and will continue to incur these fees monthly until the earlier of the completion

of the Business Combination and our liquidation.

From inception to March 31, 2021, no fees were incurred under this agreement.

For the three months ended March 31, 2022, we have incurred $30,000 in fees.

underwriter was paid a cash underwriting fee of 1.5% of gross proceeds of the Public Offering, or $1,725,000.

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event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

order to finance a portion of the Purchase Agreement consideration and the costs and expenses incurred in connection therewith, we entered

into the PIPE Securities Purchase Agreements with the PIPE Investors concurrently with the execution of the Purchase Agreement (the “PIPE

Financing”), pursuant to which such PIPE Investors committed to purchase the aggregate 60,000 PIPE Shares and PIPE Warrants to

purchase up to a number of shares of the Class A Stock equal to 50% of shares of the Class A Stock issuable upon conversion of the PIPE

The PIPE Shares were purchased at a purchase price of $1,000.00 per share for an aggregate purchase price of $60,000,000.

PIPE Shares will convert into shares of Class A Stock at a price of $10.00 per share of Class A Stock, which conversion price is subject

to downward adjustment pursuant to the PIPE Certificate of Designation.

The PIPE Warrants will have an exercise price of $11.50 per share

of Class A Stock to be paid in cash (except if the shares underlying the warrants are not covered by an effective registration statement

after the six-month anniversary of the closing date, in which case cashless exercise is permitted), subject to adjustment pursuant to

the terms thereof.

The closing of the transactions contemplated by the PIPE Securities Purchase Agreements will occur immediately prior

to the closing of the Business Combination, subject to the satisfaction or the waiver of the closing conditions therein.

The underwriter

will be paid a cash underwriting fee of 5% of the gross proceeds PIPE Financing, or $3,000,000.

Accounting Policies

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Significant inputs into the valuation model are unobservable.

Company does not have any recurring Level 2 or Level 3 assets or liabilities.

The carrying value of the Company’s financial instruments

including its cash and accrued liabilities approximate their fair values principally because of their short-term nature.

Income (Loss) Per Share of Common Stock

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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.

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

the aggregate.

Financial Instruments

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to occurrence of uncertain future events.

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.

Accordingly, as of March 31, 2022 and December 31, 2021, there were 12,028,175 shares

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

Accounting Pronouncements

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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