What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-10 compared with 2022-08-10 · 31 added, 28 removed, 110 unchanged (35% of the section changed)

25 unchanged sentences

For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K, as amended, filed with the U.S.

Securities and Exchange Commission (the “SEC”) as well as the Risk Factors section of the proxy statement/ prospectus included in the registration statement for the terminated Merger when it becomes available.

Securities and Exchange Commission (the “SEC”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

14 unchanged sentences

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

Our only activities from September 11, 2020 (inception) through June 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, and identifying a target company for an initial business combination, including Memic.

Our only activities from September 11, 2020 (inception) through September 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, and identifying a target company for an initial business combination, including Memic.

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

1 unchanged sentence

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance) as well as identifying and evaluating targets for an initial business combination.

For the three months ended June 30, 2022, we had a net income of $2,386,239, which consists of a change in fair value of warrant liabilities of $2,388,000 and interest earned on marketable securities held in the Trust Account of $314,714, offset by general and administrative expenses of $288,273 and provision for income taxes of $28,202.

For the six months ended June 30, 2022, we had a net income of $5,222,964, which consists of a change in fair value of warrant liabilities of $5,837,332 and interest earned on marketable securities held in the Trust Account of $371,914, offset by general and administrative expenses of $958,080 and provision for income taxes of $28,202.

For the three months ended June 30, 2021, we had a net income of $378,866, which consists of a change in fair value of warrant liabilities of $1,159,999 and interest earned on marketable securities held in the Trust Account of $2,792, offset by general and administrative expenses of $783,925.

For the six months ended June 30, 2021, we had a net income of $6,832, which consists of a change in fair value of warrant liabilities of $1,061,333 and interest earned on marketable securities held in the Trust Account of $37,416, offset by general and administrative expenses of $1,091,917.

For the three months ended September 30, 2022, we had a net income of $659,457, which consists of a change in fair value of warrant liabilities of $265,334 and interest earned on marketable securities held in the Trust Account of $1,017,632, offset by general and administrative expenses of $432,225 and provision for income taxes of $191,284.

For the nine months ended September 30, 2022, we had a net income of $5,882,421, which consists of a change in fair value of warrant liabilities of $6,102,666 and interest earned on marketable securities held in the Trust Account of $1,389,546, offset by general and administrative expenses of $1,390,305 and provision for income taxes of $219,486.

For the three months ended September 30, 2021, we had a net income of $1,864,740, which consists of a change in fair value of warrant liability of $2,653,334 and interest income on marketable securities held in the Trust Account of $18,665, offset by general and administrative expenses of $807,259.

For the nine months ended September 30, 2021, we had a net income of $1,871,572, which consists of a change in fair value of warrant liability of $3,714,667 and interest income on marketable securities held in the Trust Account of $56,081, offset by general and administrative expenses of $1,899,176.

Liquidity and Going Concern

On December 22, 2020, we consummated the Initial Public Offering of 25,000,000 Units at $10.00 per Unit, generating gross proceeds of $250,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to the sponsor, generating gross proceeds of $7,400,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,933,333 Private

Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,400,000.

Following the Initial Public Offering, the partial exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $250,000,000 was placed in the Trust Account.

We incurred $14,161,525 in Initial Public Offering related costs, including $5,000,000 of underwriting fees and $8,750,000 of deferred underwriting fees and $411,525 of other offering costs.

For the six months ended June 30, 2022, cash used in operating activities was $1,122,702.

For the nine months ended September 30, 2022, cash used in operating activities was $1,471,286.

Net income of $5,882,421 was affected by a change in fair value of warrant liabilities of $6,102,666 and interest earned on marketable securities held in the Trust Account of $1,389,546.

Changes in operating assets and liabilities used $136,420 of cash for operating activities.

For the six months ended June 30, 2021, cash used in operating activities was $692,054.

Net income of $6,832 was affected by interest earned on investments held in the Trust Account of $37,416 and change in fair value of warrant liabilities of $1,061,333.

Changes in operating assets and liabilities provided $399,863 of cash from operating activities.

As of June 30, 2022, we had investments held in the Trust Account of $ 250,288,209.

Changes in operating assets and liabilities provided $138,505 of cash for operating activities.

For the nine months ended September 30, 2021, cash used in operating activities was $1,057,193.

Net income of $1,871,572 was affected by a change in fair value of warrant liabilities of $3,714,667 and interest earned on marketable securities held in the Trust Account of $56,081.

Changes in operating assets and liabilities provided $841,983 of cash for operating activities.

As of September 30, 2022, we had investments held in the Trust Account of $251,018,841.

Interest income on the balance in the Trust Account may be used by us to pay taxes.

During the six months ended June 30, 2022, we withdrew $91,000 of interest earned from the Trust Account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our initial business combination.

During the nine months ended September 30, 2022, we withdrew $378,000 of interest earned from the Trust Account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable), to complete our initial business combination.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2022, we had cash of $69,182.

As of September 30, 2022, we had cash of $207,598.

We intend to use the funds held outside the Trust Account primarily to perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

On December 30, 2021, the Company issued an unsecured promissory note (the “2021 Promissory Note”) to the sponsor, pursuant to which the Company borrowed an aggregate principal amount of $544,000.

On December 30, 2021, we issued the 2021 Promissory Note to the Sponsor, pursuant to which we borrowed an aggregate principal amount of $544,000.

The 2021 Promissory Note is non-interest bearing and matures upon the closing of our initial business combination.

On January 28, 2022, the Company issued an unsecured promissory note in principal amount of up to $400,000 to the Sponsor (the “2022 Promissory Note”), of which $400,000 was funded by the Sponsor during the quarter ended June 30, 2022.

The 2022 Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination.

On January 28, 2022, we issued the 2022 Promissory Note, of which $400,000 was funded by the Sponsor during the quarter ended September 30, 2022.

The 2022 Promissory Note does not bear interest and matures upon closing of our initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.

4 unchanged sentences

On May 24, 2022, the Company issued the Convertible Promissory Note in the principal amount of up to $1,500,000 to the Sponsor.

As of June 30, 2022 and December 31, 2021, there was $500,000 and $0 outstanding under the Convertible Promissory Note.

As of September 30, 2022 and December 31, 2021, there was $700,000 and $0 outstanding under the Convertible Promissory Note.

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,” the Company has until December 22, 2022, to consummate an initial business combination.

4 unchanged sentences

Off-Balance Sheet Financing Arrangements

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

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

1 unchanged sentence

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support.

The Company does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support.

Upon completion of an initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000 in fees for these services, respectively.

For the three and six months ended June 30, 2021, the Company incurred $30,000 and $60,000 in fees for these services, respectively.

As of June 30, 2022 and December 31, 2021, there were $180,000 and $120,000 included in accounts payable and accrued expenses in the accompanying balance sheets, respectively.

For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000 in fees for these services, respectively.

For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $90,000 in fees for these services, respectively.

As of September 30, 2022 and December 31, 2021, there were $210,000 and $120,000 included in accounts payable and accrued expenses in the accompanying balance sheets, respectively.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate.

18 unchanged sentences

We account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity.

Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence

of uncertain events not solely within our control) is classified as temporary equity.

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

1 unchanged sentence

Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of our condensed balance sheets.

Net Income (Loss) per share of Common Stock

Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period.

Net Income per share of Common Stock

Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period.

The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock.

8 unchanged sentences

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.

The Company has not adopted this guidance as of September 30, 2022.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

6 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. Management’s Discussion and Analysis