What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-02-10 compared with 2022-11-14 · 156 added, 114 removed, 161 unchanged (63% of the section changed)

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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.

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

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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with the closing of the IPO, our capital stock, debt or a combination of cash, stock and debt.

We have until October 29, 2022 (or April

29, 2023 if we extend the period to consummate a Business Combination by the full amount) to complete a Business Combination.

We have until July 29, 2023 to complete

a Business Combination as described below.

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

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.

(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.

December 23, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Meeting”).

At the Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate

of Incorporation (the “Charter Amendment”) to (i) extend the date by which the Company must consummate its initial Business

Combination from January 29, 2023 to July 29, 2023 (the “Combination Period”), or such earlier date as determined by the

Company’s board of directors and (ii) provide for the right of a holder of Class B common stock of the Company to convert into

Class A common stock of the Company on a one-for-one basis prior to the closing of an initial Business Combination.

Subsequently, the

Charter Amendment was filed with the Secretary of State of the State of Delaware and stockholders holding all of the issued and outstanding

Class B common stock of the Company elected to convert their Class B common stock into Class A common stock of the Company on a one-for-one

The Combination Period is extended to July 29, 2023, provided that an additional amount of $50,000 will be deposited into the

Trust Account for each month after January 29, 2023.

In addition,3,162,500 shares of Class B common stock of the Company were cancelled,

and 3,162,500 shares of Class A Common Stock were issued to such converting Class B stockholders.

The 3,162,500 shares of Class A common

stock issued pursuant to the conversion are subject to the same restrictions applicable to the Class B common stock before the conversion,

including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial

Business Combination as described in the prospectus for our IPO.

Additionally, stockholders holding 11,819,790 shares of the Company’s

Class A common stock (“Public Shares”) exercised their right to redeem such shares for a pro rata portion of the funds in

the Company’s Trust Account.

As a result, $121,034,650 (approximately $10.24 per share) was removed from the Company’s Trust

Account to pay such holders.

Following redemptions, the Company had 830,210 Public Shares outstanding.

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

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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 significantly dilute the equity interest of investors in the IPO;

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

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

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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

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

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 covenant;

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

our 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.

our inability to pay dividends on our common stock;

using 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

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

increased 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;

other 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.

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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 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

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

We do not generate

any operating revenues until after completion of our initial Business Combination.

We have been generating non-operating income in the

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

Subsequent to the Company’s special meeting of stockholders

held on December 23, 2022, stockholders holding 11,819,790 Public Shares exercised their right to redeem such shares for a pro rata portion

of the funds in the Company’s Trust Account.

As a result, $121,034,650 (approximately $10.24 per share) was removed from the Company’s

Trust Account to pay such holders.

Following redemptions, the Company had 830,210 Public Shares outstanding.

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

the three and nine months ended December 31, 2022, we had a net income of $577,351 and $257,372, respectively, which consisted of operating

costs of $415,358 and $1,402,914, respectively, income taxes of $68,415 and $68,415, respectively, offset by interest earned on marketable

securities held in the Trust Account of $1,061,124 and $1,728,701, respectively.

the three and nine months ended December 31, 2021, we had a net loss of $135,423 and $230,696, respectively, due solely to the operating

and Capital Resources

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 $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.

treasury bills with a maturity

of 180 days or less.

Interest income earned on the balance in the Trust Account may be available to us to pay taxes.

We intend to use

substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account to

complete our initial business combination.

We may withdraw interest to pay franchise and income taxes.

We estimate our annual franchise

tax obligations, based on the number of shares of our common stock authorized and outstanding after the completion of the IPO, to be

$200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from

funds from the IPO held outside of the trust account or from interest earned on the funds held in our trust account and released to us

for this purpose.

Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held

in the trust account.

We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes.

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.

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.

Company had cash of $962,177 on its balance sheet, including $754,873 distributed from the Trust Account for the tax payments, as of

December 31, 2022, and $877,099 in cash as of March 31, 2022.

As of December 31, 2022 and March 31, 2022, the Company had total current

liabilities of $ current liabilities of $2,369,573 and $536,712, respectively, and total current assets of $10,008,855 and $128,953,272,

respectively.

As of December 31, 2022, we had working capital deficit of $1,325,763, a decrease of working capital of $1,981,456 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.

significant increase in accrued expenses as of December 31, 2022 was in connection with the due diligence on Chijet.

In addition, on

October 15, 2022, the Company issued the Sponsor Affiliate Notes in an aggregate principal amount of $1,265,000 to the Sponsor Affiliates

in connection with the extension of the Initial Combination Period from October 29, 2022 to January 29, 2023.

Due to the stockholders’

redemption in December 2022 (as described below), cash and marketable securities held in Trust Account decreased to $8,965,045 as of

December 31, 2022 compared to $127,760,867 as of March 31, 2022.

Subsequent to the Company’s special meeting of stockholders held

on December 23, 2022, stockholders holding 11,819,790 Public Shares exercised their right to redeem such shares for a pro rata portion

of the funds in the Company’s Trust Account.

As a result, $121,034,650 (approximately $10.24 per share) was removed from the Company’s

Trust Account to pay such holders.

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

We cannot assure you that our plans to complete

the Business Combination will be successful.

the nine months ended December 31, 2022, cash used in operating activities amounted to $669,795, mainly due to the unrealized income

earned on investment held in the Trust Account in amount of $1,728,701, and the decrease in accrued expenses to related parties by $15,000,

offset by the net income of $257,372, the decrease in prepaid expenses by $233,673 and the increase in accrued expenses and taxes payable

by $514,446 and $68,415, respectively.

Comparatively, cash of $597,770 used in operating activities during the nine months ended December

31, 2021 was due to the net loss of $230,696, plus the increase in prepaid expenses by $339,030 and the decrease in accrued expenses

to related parties and accrued expenses by $25,000 and $862, respectively.

flow of $510,127 used in investing activities during the nine months ended December 31, 2022 was due to the distribution from the Trust

Account in amount of $754,873 for taxes payments, offset by the investment of $1,265,000 in the Trust Account to extend the Initial Combination

Period from October 29, 2022 to January 29, 2023.

Cash flow of $127,765,000 used in investing activities during the nine months ended

December 31, 2021 was due to the investment of cash in the Trust Account.

flow of $1,265,000 provided by financing activities during the nine months ended December 31, 2022 was due to the proceeds from related

parties’ loans totaled $1,265,000 in connection with the extension of the Initial Combination Period from October 29, 2022 to January

In addition, subsequent to the Company’s special meeting of stockholders held on December 23, 2022, stockholders holding

11,819,790 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust

As a result, $121,034,650 (approximately $10.24 per share) was removed from the Company’s Trust Account to pay such holders.

Cash flow of $128,839,900 from financing activities during the nine months ended December 31, 2021 was due primary to the proceeds from

the sale of Units at the closing of the Company’s IPO in amount of $126,500,000, net of underwriting discounts of $2,530,000, the

proceeds from the sale of Private Placement Units in amount of $5,195,000, offset by the payment to the offering costs of $325,000 and

the repayment of $100 to due to related party.

of December 31, 2022, we had cash and marketable securities held in the Trust Account of $8,965,045, after the $121,034,650 (approximately

$10.24 per share) was removed from the Company’s Trust Account to pay the redeeming holders, substantially all of which has been

invested in U.S.

treasury bills with a maturity of 180 days or less.

Interest income earned on the balance in the Trust Account may be

available to us to pay taxes.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing

interest earned on the Trust Account to complete our initial Business Combination.

In December 2022, we withdrew interest of $754,873

to pay franchise and income taxes.

We estimate our annual franchise tax obligations, based on the number of shares of our common stock

authorized and outstanding after the completion of the IPO, to be $200,000, which is the maximum amount of annual franchise taxes payable

by us as a Delaware corporation per annum, which we may pay from funds from the IPO held outside of the Trust Account or from interest

earned on the funds held in our Trust Account and released to us for this purpose.

Our annual income tax obligations will depend on the

amount of interest and other income earned on the amounts held in the Trust Account.

We expect the interest earned on the amount in the

Trust Account will be sufficient to pay our income taxes.

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.

of December 31, 2022, we had available cash of $962,177, including $754,873 distributed from the Trust Account for the tax payments.

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

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

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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.

As of December 31, 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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We will bear the costs and expenses of filing any such registration statements.

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.

October 15, 2022, the Company issued the Sponsor Affiliate Notes in an aggregate principal amount of $1,265,000 to the Sponsor Affiliates,

in connection with the extension of the Initial Combination Period from October 29, 2022 to January 29, 2023.

The Sponsor Affiliate 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 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.

of December 31, 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

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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