What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-22 compared with 2022-05-16 · 137 added, 84 removed, 213 unchanged (51% of the section changed)

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(k) the receipt of certain closing deliverables.

On June 30, 2022, the Company, the Sponsor, SHF, the Seller, and PCCU agreed to amend

the Unit Purchase Agreement to extend the Outside Date until July 29, 2022, with the ability for the deadline to be extended through

September 28, 2022, to provide the Company with additional time to complete the Business Combination as it awaits regulatory approval.

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

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

The Securities Purchase Agreement could

also be terminated under certain customary and limited circumstances at any time prior to the closing of the PIPE Financing, including,

among others, if the closing had not occurred by June 30, 2022.

The Company is currently completing satisfaction of its remaining closing conditions, including

regulatory approvals, and is discussing with the PIPE Investors their continuing interest in the investment

contemplated by the Securities Purchase Agreement.

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

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

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

Our only activities from inception to June 30, 2022, were

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

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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.

For the three months ended June

30, 2021, we had a net loss of $1,743,727, which consisted of $10,105 in operating and formation costs, $9,495 in unrealized loss from

marketable securities held on the Trust Account, change in fair value of warrant derivative liabilities of $1,462,306 and offering costs

allocated to warrants of $261,838.

For the three months ended June

30, 2022, we had a net loss of $1,827,245 which consisted of $1,874,043 in operating costs including $781,070 in costs associated with

the initial fair value of the forward purchase option at contract inception, $60,969 in franchise tax expense, a change in fair value

of warrant derivative liabilities of $70,796, a change in fair value of the forward purchase option derivative liability of $14,872 and

income tax expense of $13,526 offset by $145,992 in interest earned on marketable securities held in the Trust Account.

For the period from February

26, 2021 (inception) through June 30, 2021, we had a net loss of $1,744,522, which consisted of $10,900 in operating and formation costs,

$9,495 in unrealized loss from marketable securities held on the Trust Account, change in fair value of warrant liabilities of $1,462,306

and offering costs allocated to warrants of $261,838.

For the six months ended June 30, 2022, we had a net loss of $1,042,697

which consisted of $2,593,830 in operating and formation costs including $781,070 in costs associated with the initial fair value of the

forward purchase option at contract inception, $110,969 in franchise tax expense, a $14,872 change in fair value of the forward purchase

option derivative liability and $13,526 in income tax expense offset by a change in fair value of warrant derivative liabilities of $1,432,423

and $147,108 in interest earned on marketable securities held in the Trust Account.

and Capital Resources

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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.

the six months ended June 30, 2022, cash used in operating activities was $250,699.

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 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

of June 30, 2022, we had available to us $172,441 of cash on our balance sheet and a working capital deficit of $1,810,112.

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

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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.

Company initially had until June 28, 2022 to consummate a Business Combination.

If the Company was unable to complete a Business Combination

within 12 months from the closing of the Initial Public Offering, such period could (i) be extended by the Company’s stockholders

in accordance with the Company’s amended and restated certificate of incorporation or (ii) at the election of the Company subject

to satisfaction of certain conditions, including the deposit of up to $2,300,000 into the Trust Account, be extended up to six additional

months to December 28, 2022.

On June 27, 2022, the Company, with proceeds advanced from an affiliate of the Sponsor, deposited $1,150,000

in the Trust Account extending operations for three months from June 28, 2022 to September 28, 2022.

If the Company is unable to complete

a Business Combination by September 28, 2022, such period could (i) be extended by the Company’s stockholders in accordance with

the Company’s amended and restated certificate of incorporation or (ii) at the election of the Company subject to satisfaction

of certain conditions, including the deposit of up to $1,150,000 into the Trust Account, be extended an additional three months to December

If the Company is unable to complete a Business Combination by December 28, 2022 and such period is not extended by the Company’s

stockholders in accordance with the Company’s amended and restated certificate of incorporation, the Company will (i) cease all

operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter,

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to

$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely

extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining

stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution

of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of

applicable law.

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

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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.

Company intends to complete the proposed Business Combination before September 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 September 28, 2022 we anticipate identifying and accessing additional capital resources

in order to extend the Business Combination period to December 28, 2022.

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 September 28, 2022.

Should a Business Combination not occur by September 28, 2022, Management has determined that given the

liquidity condition of the Company as well as the uncertainty regarding the Company’s ability to obtain capital to extend the

deadline to consummate the Business Combination, there is substantial doubt about the Company’s ability to continue as a going

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 as of March 31, 2022.

have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of June 30, 2022.

We do not participate

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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.

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 services.

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.

For the three and six months ending June 30, 2022,

$30,000 and $60,000 in support fees was incurred, respectively.

$10,000 in support fees was incurred for both the period from

February 26, 2021 (inception) through June 30, 2021 and the three months ending June 30, 2021.

$10,000 and $0 in support fees was

due to Luminous Capital Inc., an affiliate of our Sponsor, at June 30, 2022 and December 31, 2021, respectively.

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.

In 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 Shares.

The PIPE Shares

were to be purchased at a purchase price of $1,000.00 per share for an aggregate purchase price of $60,000,000.

The 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.

to the PIPE Securities Purchase Agreements, the PIPE Investors have the right to terminate their commitments to purchase the PIPE Shares

and PIPE Warrants because the closing of the Business Combination did not occur by June 30, 2022.

The placement agent for the PIPE Financing

is currently contacting the investors to confirm their continued interest in investing in the PIPE Financing.

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 placement agent’s fee for the PIPE Financing is currently

being negotiated.

Accounting Policies

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Unadjusted quoted prices for identical assets or instruments in active markets.

Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that

are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets

that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Significant inputs into the valuation model are unobservable.

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

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

Net Loss Per Share of Common Stock

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

The calculation of diluted 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

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

Net income per common

Net loss 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

The calculation of diluted loss 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

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of the instrument could be required within 12 months of the balance sheet date.

A Common stock subject to possible redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if

any) is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock

that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of events

not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’

The Company’s common stock features certain redemption rights that are outside of the Company’s control and subject

to occurrence of uncertain future events.

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.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its

common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic

480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability

instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of events not solely within the Company’s

control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

The Company’s

common stock features certain redemption rights that are outside of the Company’s control and subject to occurrence of uncertain

future events.

As of December 31, 2021, there were 12,028,175 shares of Class A Common Stock outstanding, for which 11,500,000 shares

of Class A Common Stock were subject to possible redemption.

As of June 30, 2022, there were 12,028,175 shares of Class A Common Stock

outstanding with 7,695,128 shares of Class A Common Stock subject to possible redemption with 3,804,872 shares held by purchasers subject

to the forward purchase agreement who have waived their redemption rights.

Accounting Pronouncements

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Other Options (Subtopic 470- 0) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting

for convertible instruments by removing major separation models required under current U.S.

The ASU also removes certain settlement

conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted

earnings per share calculation in certain areas.

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.

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which

simplifies accounting for convertible instruments by removing major separation models required under current U.S.

removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception,

and it simplifies the diluted earnings per share calculation in certain areas.

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

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

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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