What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-14 compared with 2022-08-03 · 143 added, 160 removed, 132 unchanged (70% of the section changed)

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Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as

amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected

and projected.

All statements, other than statements of historical fact included in this Quarterly Report including, without limitation,

statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding

the Company’s financial position, business strategy and the plans are, objectives of management for future operations are forward-looking

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,”

“seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements under

this “Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our

financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements.

When used in this Quarterly Report, words such as “anticipate,” “believe,” “estimate,” “expect,”

“intend” and similar expressions, as they relate to us or our management, identify forward-looking statements.

Such forward-looking

statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently

A number of factors could cause actual events, performance or results to differ materially from the events, performance and

results discussed in the forward-looking statements.

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 for the year ended March 31, 2022 filed with the U.S.

Securities and Exchange Commission (the “SEC”)

on June 24, 2022.

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

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any

forward-looking statements whether as a result of new information, future events or otherwise.

statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management.

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 our 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 unaudited

condensed financial statements and the notes thereto included in this Quarterly Report under “Item 1 Financial Statements”.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and

uncertainties.

are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange,

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July 12, 2022, the Company entered into a definitive Business Combination Agreement (the “Business Combination Agreement”)

with Chijet Inc., a Cayman Islands exempted company (together with its subsidiaries, “Chijet”), each of the referenced holders

of Chijet’s outstanding shares (collectively, the “Sellers”), Chijet Motor Company, Inc., a Cayman Islands exempted

company and wholly-owned subsidiary of Chijet (“Pubco”), and Chijet Motor (USA) Company, Inc., a Delaware corporation and

a wholly-owned subsidiary of Pubco (“Merger Sub”).

Chijet indirectly holds an over 85% interest in Shandong Baoya New Energy

Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and manufacturer of electric vehicles.

In addition, Chijet

indirectly holds an over 64% interest in FAW Jilin Automobile Co., Ltd., a Chinese company (“FAW Jilin”), which manufactures

and sells traditional fuel vehicles.

The transactions contemplated by the Business Combination Agreement are referred to herein as the

“Proposed Business Combination”.

to its terms and conditions, the Business Combination Agreement provides that Company and Chijet will become wholly-owned subsidiaries

of Pubco, a newly formed holding company.

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth

therein, at the closing of the Business Combination (the “Closing”), (a) Merger Sub will merge with and into the Company,

with the Company continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “Merger”), and with holders

of Company securities receiving substantially equivalent securities of Pubco, and (b) immediately prior to the Merger, Pubco will acquire

all of the issued and outstanding ordinary shares of Chijet (the “Purchased Shares”) from the Sellers in exchange for ordinary

shares of Pubco and Chijet shall surrender for no consideration its shares in Pubco, as described below, with Chijet likewise becoming

a wholly-owned subsidiary of Pubco (the “Share Exchange”).

more information regarding the Proposed Business Combination, please refer to Note 12 to the financial statements included in Item 1

of this Quarterly Report on Form 10-Q.

Proposed Business Combination was not closed as of the date of filing this Quarterly Report on

with Chijet Inc.

(together with its subsidiaries, “Chijet”), each of the referenced

holders of Chijet’s outstanding shares (collectively, the “ Sellers”), Chijet Motor Company, Inc., a wholly-owned

subsidiary of Chijet (“Pubco”), and Chijet Motor (USA) Company, Inc., a wholly-owned subsidiary of Pubco (“Merger Sub”).

Chijet indirectly holds an over 85% interest in Shandong Baoya New Energy Vehicle Co., Ltd., a Chinese company (“Baoya”),

which is a producer and manufacturer of electric vehicles.

In addition, Chijet indirectly holds an over 64% interest in FAW Jilin Automobile

Co., Ltd., a Chinese company (“FAW Jilin”), which manufactures and sells traditional fuel vehicles.

On September 6, 2022,

the Business Combination Agreement was amended to extend the due diligence period until and ended

on September 20, 2022, which was subsequently extended to September 30, 2022 pursuant to the second amendment of the Business Combination

Agreement, dated September 16, 2022.

On September 26, 2022, the Company terminated the Business Combination Agreement and

the Company is not obligated to pay any penalties pursuant to the terms of the Business Combination Agreement as a result of the termination.

intend to effectuate our initial Business Combination using cash from the proceeds of the IPO and the private placement of the Private

Placement Units, the proceeds of the sale of our shares in connection with our initial Business Combination (including pursuant to forward

purchase agreements or backstop agreements we entered into following the consummation of the IPO or otherwise), shares issued to the

owners of the target, debt issued to 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:

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

in the Class 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;

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

common stock;

could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other

things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our

present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person

seeking to obtain control of us;

may adversely affect prevailing market prices for our Class A common stock and/or rights.

if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our

debt obligations;

● acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain

covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such

financing while the debt security is outstanding;

inability to pay dividends on our common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for

dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other

general corporate purposes;

● limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and

execution of our strategy;

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.

of Operations and Known Trends or Future Events

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activities and those necessary to prepare for the IPO and since the IPO, identifying a target company for a Business Combination and

activities in connection with the proposed acquisition of Chijet.

We do not generate any operating revenues until after completion of

our initial business combination.

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

after the IPO.

There has been no significant change in our financial or trading position and no material adverse change has occurred

since the date of our audited financial statements.

After the IPO, we expect to incur increased expenses as a result of being a public

company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on Chijet.

We expect our expenses to increase substantially after the closing of the IPO.

the three months ended June 30, 2022, we had a net loss of $154,420, which consisted of operating costs of $269,833, offset by interest

earned on marketable securities held in the Trust Account of $115,413.

the three months ended June 30, 2021, we had a net loss of $16,499 due solely to the operating costs.

activities in connection with the proposed of the business combination with Chijet, which was terminated on September 26, 2022.

not generate any operating revenues until after completion of our initial business combination.

We expect to generate non-operating income

in the form of interest income on cash and cash equivalents after the IPO.

There has been no significant change in our financial or trading

position and no material adverse change has occurred since the date of our audited financial statements.

After the IPO, we incur increased

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

as we conduct due diligence related to a Business Combination.

Our expenses increases substantially after the closing of the IPO.

the three and six months ended September 30, 2022, we had a net loss of $165,559 and $319,979, respectively, which consisted of operating

costs of $717,723 and $987,556, respectively, offset by interest earned on marketable securities held in the Trust Account of $552,164

and $667,577, respectively.

the three and six months ended September 30, 2021, we had a net loss of $78,774 and $95,273, respectively, due solely to the operating

and Capital Resources

of June 30, 2022 and March 31, 2022, we had cash of $707,977 and 877,099, respectively, total current liabilities of $561,198 and $536,712,

respectively, and total current assets of $ 128,823,338 and $128,953,272, respectively.

As of June 30, 2022, we had working capital of

$385,860, a decrease of working capital of $269,833 as compared to March 31, 2022, primarily as a result of a decrease in cash and prepaid

expenses and an increase in total current liabilities.

Cash and marketable securities held in a trust account increased by $115,413 to

$127,876,280 as of June 30, 2022 compared to $127,760,867 as of March 31, 2022.

expect to continue to incur significant costs in the pursuit of the Proposed Business Combination with Chijet.

We cannot assure you that

our plans to complete the Proposed Business Combination will be successful.

the three months ended June 30, 2022, cash used in operating activities amounted to $169,122, mainly due to the net loss of $154,420,

plus the decrease in accrued expenses to related parties by $15,000, offset by the decrease in prepaid expenses by $76,225 and increase

of September 30, 2022 and March 31, 2022, we had cash of $514,673 and $877,099, respectively, total current liabilities of $1,026,513

and $536,712, respectively, and total current assets of $129,123,094 and $128,953,272, respectively.

As of September 30, 2022, we had

working capital deficit of $331,863, a decrease of working capital of $987,556 as compared to March 31, 2022, primarily as a result of

a decrease in cash and prepaid expenses and an increase in total current liabilities.

The significant increase in accrued expenses as

of September 30, 2022 was in connection with the due diligence on Chijet.

Cash and marketable securities held in a trust account increased

by $667,577 to $128,428,444 as of September 30, 2022 compared to $127,760,867 as of March 31, 2022.

expect to continue to incur significant costs in the pursuit of a Business Combination after the termination of the business combination

We cannot assure you that our plans to complete the Business Combination will be successful.

the six months ended September 30, 2022, cash used in operating activities amounted to $362,426, mainly due to the net loss of $319,979,

plus the decrease in accrued expenses to related parties by $10,000, offset by the decrease in prepaid expenses by $135,329 and the increase

in accrued expenses by $499,801.

Comparatively, cash of $2,252 used in operating activities during the three months ended June 30, 2021

was due to the net loss of $16,499, offset by the increase in accrued expenses to related parties by $15,000.

was no cash flow from investing activities and financing activities during the three months ended June 30, 2022 and 2021.

of June 30, 2022, we had cash and marketable securities held in the Trust Account of $127,876,280 (including approximately unrealized

Comparatively, cash of $173,596 used in operating activities during the six months ended September 30,

2021 was due to the net loss of $95,273, plus the increase in prepaid expenses by $37,500 and the decrease in accrued expenses to related

parties by $40,000 and accrued expenses by $823.

was no cash flow from investing activities and financing activities during the six months ended September 30, 2022.

was no cash flow from investing activities during the six months ended September 30, 2021.

Cash flow used in financing activities was

repayment of $100 to due to related party during the same period.

of September 30, 2022, we had cash and marketable securities held in the Trust Account of $128,428,444 (including approximately unrealized

gain of $667,577 generated since the inception), substantially all of which has been invested in U.S.

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businesses, make other acquisitions and pursue our growth strategies.

to the completion of our initial business combination, we have available to us the $707,977 of proceeds held outside the trust account.

We will use these funds to identify and evaluate target businesses, 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

of September 30, 2022, we have available cash of $514,673 held outside the trust account.

We will use these funds to identify and evaluate

target businesses, 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.

order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,

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do not believe we will need to raise additional funds following the IPO in order to meet the expenditures required for conducting the

due diligence related to the Proposed Business Combination and operating our business during this process.

However, if our estimates

of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination, including

due diligence related to a proposed Business Combination and operating our business during this process.

However, if our estimates of

the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination, including

the proposed Business Combination, are less than the actual amount necessary to do so, or we are unable to complete the proposed Business

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financing in order to meet our obligations.

and Procedures

are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.

We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending March 31, 2023.

Only in the event that we are deemed to be a large accelerated filer or an accelerated filer would we be required to comply with the

independent registered public accounting firm attestation requirement.

Further, for as long as we remain an emerging growth company as

defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to

other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent

registered public accounting firm attestation requirement.

to the closing of the IPO, we have not completed an assessment, nor has our independent registered public accounting firm tested our

systems, of internal controls.

We expect to assess the internal controls of our target business or businesses prior to the completion

of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in

order to state that we maintain an effective system of internal controls.

A target business may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding the adequacy of internal controls.

Many small and mid-sized target businesses we may consider for

our initial business combination may have internal controls that need improvement in areas such as:

for financial, accounting and external reporting areas, including segregation of duties;

reconciliation

recording of expenses and liabilities in the period to which they relate;

of internal review and approval of accounting transactions;

documentation

of processes, assumptions and conclusions underlying significant estimates;

documentation

of accounting policies and procedures.

it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary

for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense

in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure

Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing

our management’s report on internal controls is complete, we will retain our independent registered public accounting firm to audit

and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act.

The independent registered public accounting

firm may identify additional issues concerning a target business’s internal controls while performing their audit of internal control

over financial reporting.

and Qualitative Disclosures about Market Risk

net proceeds of the IPO and the sale of the private placement units held in the trust account will be invested in U.S.

government treasury

bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company

Act which invest only in direct U.S.

government treasury obligations.

Due to the short-term nature of these investments, we believe there

will be no associated material exposure to interest rate risk.

Party Transactions

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on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

to the consummation of the IPO, our sponsor has agreed to loan us up to $500,000 to be used for a portion of the expenses of the IPO.

These loans are non-interest bearing, unsecured and are due upon completion of our initial business combination.

of June 30, 2022 and March 31, 2022, the loan payable to the Sponsor was $500,000.

to the consummation of the IPO, our sponsor agreed to loan us up to $500,000 to be used for a portion of the expenses of the IPO.

loans are non-interest bearing, unsecured and are due upon completion of our initial business combination.

of September 30, 2022 and March 31, 2022, the loan payable to the Sponsor was $500,000.

addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate

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rights to seek access to funds in our trust account.

to a registration rights agreement we will enter into with our initial stockholders, our sponsor and I-Bankers on or prior to the closing

of the IPO, we may be required to register certain securities for sale under the Securities Act.

These holders, and holders of units

issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands

that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby

registered for resale pursuant to Rule 415 under the Securities Act.

In addition, these holders have the right to include their securities

in other registration statements filed by us.

to a registration rights agreement we entered into with our initial stockholders, our sponsor and I-Bankers on or prior to the closing

of the IPO, we are required to register certain securities for sale under the Securities Act.

These holders, and holders of units issued

upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that

we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered

for resale pursuant to Rule 415 under the Securities Act.

In addition, these holders have the right to include their securities in other

registration statements filed by us.

We will bear the costs and expenses of filing any such registration statements.

section of this prospectus entitled “Certain Relationships and Related Party Transactions.”

October 15, 2022, the Company issued two promissory notes in an aggregate principal amount of $1,265,000 (collectively, the “Notes”),

to two affiliates of the Company’s Sponsor (collectively, the “Sponsor Affiliates”), in connection with the the extension

of the Combination Period from October 29, 2022 to January 29, 2023.

The Notes bear no interest and are repayable in full upon the earlier

of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company.

Sheet Arrangements;

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Quarterly Results

of June 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have

any commitments or contractual obligations.

No unaudited quarterly operating data is included in this prospectus, as we have conducted

no operations to date.

April 5, 2012, the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements

for qualifying public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to

comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting

standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, our financial

statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions

we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report

on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure

that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)

comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of

independent registered public accounting firm providing additional information about the audit and the financial statements (auditor

discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation

and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period

of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.

of September 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did

not have any commitments or contractual obligations.

No unaudited quarterly operating data is included in this prospectus, as we have

conducted no operations to date.

That May Adversely Affect our Results of Operations

results of operations and our ability to complete a Business Combination may be adversely affected by various factors that could cause

economic uncertainty and volatility in the financial markets, many of which are beyond our control.

Our business could be impacted by,

among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest

rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including

resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine.

We cannot at this

time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively

impact our business and our ability to complete Business Combination.

Quantitative and Qualitative Disclosures About Market Risk

applicable for smaller reporting companies.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

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