What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-24 compared with 2021-09-29 · 553 added, 434 removed, 172 unchanged (85% of the section changed)

Financial Statements

CENAQ ENERGY CORP.

CONDENSED BALANCE

BALANCE SHEETS

September 30,

Current assets:

Due from related party

Prepaid expenses

1 unchanged sentence

Deferred offering costs

Liabilities and Stockholder's Equity

Long-term prepaid expenses

Marketable securities held in trust account

$ 175,145,525

Liabilities and Stockholders’ (Deficit) Equity

Current liabilities:

Due to related party

Accrued offering costs and expenses

1 unchanged sentence

Total current liabilities

Deferred underwriters’ discount

Total Liabilities

Commitments and Contingencies (Note 7)

Stockholder's Equity:

Class A common stock subject to possible redemption, 17,250,000 and 0 shares at redemption value at September 30, 2021 and December 31, 2020, respectively

Stockholders’ (Deficit) Equity:

Preferred stock, $ 0.0001 par value;

3 unchanged sentences

200,000,000 shares authorized;

none issued and outstanding

189,750 and 0 issued and outstanding (excluding 17,250,000 shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively

Class B common stock, $ 0.0001 par value;

20,000,000 shares authorized;

4,312,500 shares issued and outstanding (1)

4,312,500 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

Accumulated deficit

Total stockholder's equity

Total Liabilities and Stockholder's Equity

up to 562,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see

The accompanying notes are

an integral part of these unaudited condensed financial statements.

CENAQ ENERGY CORP.

CONDENSED STATEMENTS

OF OPERATIONS

For the three

( 5,166,748 )

Total Stockholders’ (Deficit) Equity

( 5,166,298 )

Total Liabilities and Stockholders’ (Deficit) Equity

$ 175,145,525

accompanying notes are an integral part of these unaudited condensed financial statements.

CONDENSED STATEMENTS OF OPERATIONS

For the three months

ended September 30,

September 30,

For the period

from June 24,

(inception) through

through September 30,

Formation and operating costs

Basic and diluted weighted average Class B common stock outstanding (1)

Basic and diluted net loss per common stock

an aggregate of up to 562,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full

or in part by the underwriters (see Note 5).

The accompanying notes are

an integral part of these unaudited condensed financial statements.

CENAQ ENERGY CORP.

CONDENSED STATEMENTS

OF CHANGES IN STOCKHOLDER’S EQUITY

Loss from operations

Other income:

Interest earned on marketable securities held in Trust Account

Total other income

Basic and diluted weighted average shares outstanding, common stock subject to redemption

Basic and diluted net loss per common stock subject to redemption

Basic and diluted weighted average shares outstanding, non-redeemable common stock

Basic and diluted net loss per non-redeemable common stock

accompanying notes are an integral part of these unaudited condensed financial statements.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

Class A Common Stock

Class B Common Stock

Total Stockholder's

Stockholder's

Balance as of December 31, 2020

1 unchanged sentence

Balance as of June 30, 2021 (unaudited)

up to 562,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see

Issuance of 189,750 representative shares to underwriters

Excess of fair value of Anchor Shares

Fair value of 12,937,500 Public Warrants net of allocated offering costs

Proceeds of 6,625,000 Private Placement Warrants net of allocated offering costs

Subsequent remeasurement under ASC 480-10-S99

( 25,726,062 )

( 5,089,388 )

( 30,815,450 )

Balance as of September 30, 2021 (unaudited)

$ ( 5,166,748 )

$ ( 5,166,298 )

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

THE PERIODS FROM JUNE 24, 2020 (INCEPTION) THORUGH SEPTEMBER 30, 2020

Class A Common Stock

Class B Common Stock

2 unchanged sentences

Balance as of June 30, 2020 (unaudited)

The accompanying notes are

an integral part of these unaudited condensed financial statements.

CENAQ ENERGY CORP.

STATEMENTS OF CASH FLOWS

Balance as of September 30, 2020 (unaudited)

accompanying notes are an integral part of these unaudited condensed financial statements.

CONDENSED STATEMENTS OF CASH FLOWS

For the period

from June 24,

(inception) through

September 30,

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

Payment made on behalf of the SPAC by related party

Changes in operating assets and liabilities:

Due to related party

Prepaid expenses

Accrued offering costs and expenses

Accrued expenses

Net cash used in operating activities

Cash flows from investing activities:

Principal deposited in Trust Account

( 174,225,000 )

Net cash used in investing activities

( 174,225,000 )

Cash flows from financing activities:

Proceeds from sale of Class B common stock to Sponsor

Proceeds from Initial Public Offering, net of underwriters’ fees

Proceeds from representative shares

Proceeds from private placement

Proceeds from issuance of promissory note to related party

6 unchanged sentences

Supplemental disclosure of noncash investing and financing activities:

Deferred offering costs paid by Sponsor under the promissory note

Accrued deferred offering costs

Deferred underwriting commissions charged to additional paid in capital

Due from related party

Accretion of carrying value of Class A stock to redemption value

accompanying notes are an integral part of these unaudited condensed financial statements.

CENAQ ENERGY CORP.

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

Note 1 — Organization and

Business Operations

CENAQ Energy Corp.

(the “Company”)

is a newly organized blank check company incorporated as a Delaware corporation on June 24, 2020.

The Company was incorporated for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

The Company has not selected any specific Business Combination target

and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business

Combination target with respect to the Business Combination.

The Company intends to focus its search for a target business in the energy

industry in North America.

As of June 30, 2021, the

Company has neither engaged in any operations nor generated any revenues.

All activity for the period from June 24, 2020 (inception) through

June 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”), described below.

will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 — Organization and Business Operations

(the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on June 24,

The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company has

not reached an agreement with any specific Business Combination target.

The Company is focusing its search for a target business in the

energy industry in North America.

of September 30, 2021, the Company has neither engaged in any operations nor generated any revenues.

All activity for the period from

June 24, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”),

described below.

The Company will not generate any operating revenues until after the completion of its initial Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO.

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor

is CENAQ Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement

for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”).

On August 17, 2021, Company

consummated its IPO of 15,000,000 units (the “Units”).

Each Unit consists of one Class A common stock of the Company, par

value $ 0.0001 per share (the “Class A common stock”), and three-quarters of one redeemable warrant of the Company (“Warrant”),

each whole Warrant entitling the holder thereof to purchase one Class A common stock for $ 11.50 per share.

The Units were sold at a price

of $ 10.00 per unit, generating gross proceeds to the Company of $ 150,000,000 , which is discussed in Note 3.

Certain qualified institutional

buyers or institutional accredited investors which are not affiliated with any member of the Company’s management (the “Anchor

Investors”) have purchased up to 1,485,000 Units in the IPO at the offering price of $ 10.00 per Unit, generating gross proceeds

to the Company of $ 14,850,000 .

In connection with the closing

of the IPO, the Sponsor sold membership interest reflecting an allocation of 75,000 founder shares, or an aggregate of 825,000 founder

shares, to each anchor investor at their original purchase price of approximately $ 0.0058 per share.

The Company measured the aggregate

fair value of these founder shares attributable to anchor investors to be $570,406, or $7.60 per share.

The Company offset the excess

of the fair value against the gross proceeds from these anchor investors as a reduction in its additional paid-in capital.

Substantially with the closing

of the IPO, the Company completed the private sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants”)

to the Sponsor and the Underwriters at a purchase price of $ 1.00 per Private Placement Warrant, generating gross proceeds to the Company

of $ 6,000,000 .

The Private Placement Warrants are identical to the Warrants sold in the IPO, except that the Sponsor and the Underwriters

agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after

the completion of the Company’s initial Business Combination.

The underwriters have a 45-day

option from the date of the Company’s IPO (August 17, 2021) to purchase up to an additional 2,250,000 Units to cover over-allotments,

On August 19, 2021, the underwriters exercised the overallotment in full, at $ 10.00 per Unit, generating additional proceeds of

$ 22,500,000 .

Simultaneously with the closing of the over-allotment, the Company consummated the sale of additional 450,000 Private Placement

Warrants to the Sponsor, and additional 225,000 Private Placement Warrants to the Underwriters, at $ 1.00 per warrant, generating gross

proceeds to the Company of $ 675,000 .

Company’s sponsor is CENAQ Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

registration statement for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”).

17, 2021, Company consummated its IPO of 15,000,000 units (the “Units”).

Each Unit consists of one Class A common

stock of the Company, par value $ 0.0001 per share (the “Class A common stock”), and three-quarters of one redeemable

warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A common stock

for $ 11.50 per share.

The Units were sold at a price of $ 10.00 per unit, generating gross proceeds to the Company of $ 150,000,000 ,

which is discussed in Note 4.

qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company’s

management (the “Anchor Investors”) have purchased up to 1,485,000 Units in the IPO at the offering price of $ 10.00 per

Unit, generating gross proceeds to the Company of $ 14,850,000 included in the gross proceeds from units offered to public of $ 150,000,000 .

connection with the closing of the IPO, the Sponsor sold membership interest reflecting an allocation of 75,000 founder shares,

or an aggregate of 825,000 founder shares, to each anchor investor at their original purchase price of approximately $ 0.0058 per

The Company estimated the

aggregate fair value of these founder shares attributable to anchor investors to be $6,270,000, or $7.60 per share.

allocated $ 6,265,215 , the excess of the fair value over the gross proceeds from these anchor investors, among Class A common stock, Public

Warrants and Private Placement Warrants (defined below).

Substantially

with the closing of the IPO, the Company completed the private sale of an aggregate of 6,000,000 warrants (the “Private

Placement Warrants”) to the Sponsor and the Underwriters at a purchase price of $ 1.00 per Private Placement Warrant, generating

gross proceeds to the Company of $ 6,000,000 .

The Private Placement Warrants are identical to the Warrants sold in the IPO, except that

the Sponsor and the Underwriters agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted

transferees) until 30 days after the completion of the Company’s initial Business Combination.

underwriters have a 45-day option from the date of the Company’s IPO (August 17,2021) to purchase up to an additional 2,250,000 Units

to cover over-allotments, if any.

On August 19, 2021, the underwriters exercised the overallotment in full, at $ 10.00 per Unit,

generating additional gross proceeds of $ 22,500,000 .

Simultaneously with the closing of the over-allotment, the Company consummated the

sale of additional 450,000 Private Placement Warrants to the Sponsor, and additional 225,000 Private Placement Warrants

to the Underwriters, at $ 1.00 per warrant, generating gross proceeds to the Company of $ 675,000 .

Transaction costs of the

IPO amounted to $ 10,017,628 consisting of $ 3,450,000 of underwriting discount, $ 6,037,000 of deferred underwriting discount, and $ 530,128

of other cash offering costs was charged to additional paid in capital.

In addition, the Company also issued 165,000 representative shares

(see Note 6).

A total of $ 174,225,000 was

placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

the closing of the IPO on August 17, 2021 and over-allotment on August 19, 2021, $ 174,225,000 (approximately $ 10.10 per Unit) from the

net proceeds of the sale of the Units in the IPO, including a portion of the proceeds from the sale of the Private Placement Warrants,

was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer &

Trust Company acting as trustee, and may only be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16)

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

promulgated under the Investment Company Act which invest only in direct U.S.

IPO and the over-allotment amounted to $ 17,771,253 consisting of $ 3,450,000 of underwriting discount, $ 6,037,500 of deferred

underwriting discount, an excess of fair value of the founder shares acquired by the Anchor Investors of $ 6,265,215 , fair value of the

189,750 representative shares of $ 1,442,100 and $ 576,438 of other cash offering costs were charged to additional paid in capital.

Following the closing of

the IPO on August 17, 2021 and over-allotment on August 19, 2021, $ 174,225,000 ($ 10.10 per Unit) from the net proceeds of the

sale of the Units in the IPO, and a portion of the proceeds from the sale of the Private Placement Warrants, was deposited in a trust

account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as

trustee, and may only be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company

Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated

under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Except with respect to

interest earned on the funds held in the Trust Account that may be released to the Company to pay franchise and income tax obligations

as well as expenses relating to the administration of the Trust Account, the proceeds from the IPO and the sale of the Private Placement

Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the

redemption of the any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and

restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to redeem 100 % of its public

shares if the Company does not complete initial Business Combination within 12 months (or within 18 months if the Company extends the

period of time to consummate its initial Business Combination) from August 17, 2021, or (b) relating to any other provisions relating

to stockholders’ rights or permitted pre-initial business combination activity, or (iii) the redemption of the Company’s public

shares if the Company is unable to complete its Business Combination within 12 months (or within 18 months if the Company extends the

period of time to consummate its initial Business Combination) from August 17, 2021, subject to applicable law.

The proceeds deposited

in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims

of the Company’s public stockholders.

The Company must complete

one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the value of the assets held in the

Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust

Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business

Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise

acquires a controlling interest in the target sufficient for the post-transaction company not to be required to register as an investment

company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company

will be able to complete a Business Combination successfully.

The Company will provide

its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business

Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender

The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer

will be made by the Company, solely in its discretion.

The stockholders will be entitled to redeem all or a portion of their public shares

upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned

on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes as well as expenses

relating to the administration of the Trust Account, divided by the number of then outstanding public shares, subject to the limitations

described herein.

The amount in the Trust Account is initially anticipated to be $10.10 per public share.

The per-share amount the Company

will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company

will pay to the underwriters.

The shares of common stock

subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance

with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case,

the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation

of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted

in favor of the Business Combination.

The Company will have 12

months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”).

If the Company

anticipates that it may not be able to consummate its initial Business Combination within the Combination Period, it may, but not obligated

to, extend the Combination Period two times by an additional three months each time (for a total of up to 18 months to complete a Business

Combination);

provided that the Sponsor (or its designees) must deposit into the trust account funds equal to one percent ( 1 %) of the

gross proceeds of the offering (including such proceeds from the exercise of the underwriters’ over-allotment option, if exercised)

for each 3-month extension of the time period to complete the initial Business Combination, in exchange for a non-interest bearing, unsecured

promissory note.

If the Company is unable

to complete the initial Business Combination within the Combination Period (or up to 18 months following extensions), the Company will

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not 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 its

franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $ 100,000 of interest released

to the Company 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 Company’s

remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors,

as well as the Anchor Investors, have agreed to (i) waive their redemption rights with respect to any Founder Shares held by them in connection

with the completion of the initial Business Combination, (ii) waive their rights to liquidating distributions from the Trust Account with

respect to any Founder Shares hold by them if the Company fails to complete the initial Business Combination within the Combination Period

(or within 18 months following extensions), and (iii) vote any Founder Shares held by them and any public shares purchased during or after

the IPO in favor of the initial Business Combination.

The Anchor Investors are

not required to vote any of their public shares (as opposed to their Founder Shares) in favor of our initial business combination or for

or against any other matter presented for a stockholder vote.

The Sponsor has agreed that

it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors

) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering

into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.10 per public share and (ii)

such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions

in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes as well as expenses relating

to the administration of the Trust Account, except as to any claims by a third party who executed a waiver of any and all rights to seek

access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain

liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against

a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company has not

independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s

only assets are securities of the Company.

The Company has not asked the Sponsor to reserve for such indemnification obligations.

the Company cannot assure you that the Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully

made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than

$ 10.10 per public share.

In such event, the Company may not be able to complete the initial Business Combination, and you would receive

such lesser amount per share in connection with any redemption of your public shares.

None of the Company’s officers will indemnify

the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Risks and Uncertainties

Management is continuing

to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus

could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company,

the specific impact is not readily determinable as of the date of this financial statement.

The financial statement does not include any

adjustments that might result from the outcome of this uncertainty.

Liquidity and Capital Resources

As of June 30, 2021, the

Company had $ 36,169 in its operating bank account, and a working capital deficiency of $ 279,642 .

Except with respect to interest earned

on the funds held in the Trust Account that may be released to the Company to pay franchise and income tax obligations as well as expenses

relating to the administration of the Trust Account, the proceeds from the IPO and the sale of the Private Placement Warrants will not

be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the

any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate

of incorporation (a) to modify the substance or timing of the Company’s obligation to redeem 100 % of its public shares if

the Company does not complete initial Business Combination within 12 months (or within 18 months if the Company extends the period of

time to consummate its initial Business Combination) from August 17, 2021, or (b) relating to any other provisions relating to stockholders’

rights or permitted pre-initial business combination activity, or (iii) the redemption of the Company’s public shares if the Company

is unable to complete its Business Combination within 12 months (or within 18 months if the Company extends the period of time to consummate

its initial Business Combination) from August 17, 2021, subject to applicable law.

The proceeds deposited in the Trust Account could

become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s

public stockholders, according to the investment management trust agreement.

Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the value

of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the

income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company

will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting

securities of the target or otherwise acquires a controlling interest in the target sufficient for the post-transaction company not to

be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to complete a Business Combination successfully.

Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion

of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or

(ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a proposed Business Combination

or conduct a tender offer will be made by the Company, solely in its discretion.

The stockholders will be entitled to redeem all or a

portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to

the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination,

including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and

income taxes as well as expenses relating to the administration of the Trust Account, divided by the number of then outstanding public

shares, subject to the limitations described herein.

The amount in the Trust Account was $10.10 per public share.

The per-share

amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions

the Company will pay to the underwriters.

shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion

of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from

Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least

$ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued

and outstanding shares voted are voted in favor of the Business Combination.

Company will have until August 17, 2022, 12 months from the closing of the IPO, to complete the initial Business Combination (the “Combination

If the Company anticipates that it may not be able to consummate its initial Business Combination within the Combination

Period, it may, but not obligated to, extend the Combination Period two times by an additional three months each time (for a total of

up to 18 months to complete a Business Combination);

provided that the Sponsor (or its designees) must deposit into the trust account

funds equal to one percent ( 1 %) of the gross proceeds of the offering (including such proceeds from the exercise of the underwriters’

over-allotment option, if exercised) for each 3-month extension of the time period to complete the initial Business Combination, in exchange

for a non-interest bearing, unsecured promissory note.

the Company is unable to complete the initial Business Combination within the Combination Period (or up to 18 months following extensions),

the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not 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 its franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $ 100,000 of

interest released to the Company 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 Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case,

to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Sponsor, officers and directors, as well as the Anchor Investors, have agreed to (i) waive their redemption rights with respect to any

Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) waive their rights to liquidating

distributions from the Trust Account with respect to any Founder Shares hold by them if the Company fails to complete the initial Business

Combination within the Combination Period (or within 18 months following extensions), and (iii) vote any Founder Shares held by them

and any public shares purchased during or after the IPO in favor of the initial Business Combination.

Anchor Investors are not required to vote any of their public shares (as opposed to their Founder Shares) in favor of our initial business

combination or for or against any other matter presented for a stockholder vote.

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s

independent auditors ) for services rendered or products sold to the Company, or a prospective target business with which the Company

has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.10 per

public share and (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account,

due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes as well

as expenses relating to the administration of the Trust Account, except as to any claims by a third party who executed a waiver of any

and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters

of the IPO against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed

to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors

by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business,

execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

and Uncertainties

is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible

that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a

target company, the specific impact is not readily determinable as of the date of this financial statement.

The financial statement does

not include any adjustments that might result from the outcome of this uncertainty.

and Capital Resources

As of September 30, 2021,

the Company had $ 539,610 in its operating bank account, and a working capital of $ 757,200 .

The Company’s liquidity

needs up to June 30, 2021 had been satisfied through a payment from the Sponsor of $ 25,000 for the Founder Shares (see Note 5) and borrowings

under the promissory note of $ 263,309 .

needs up to September 30, 2021 had been satisfied through a payment from the Sponsor of $ 25,000 for the Founder Shares (see Note

6) and no borrowings under the promissory note.

Upon close of the IPO, there was no amount outstanding on the promissory note.

In order to finance transaction

costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s

officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5).

June 30, 2021, there were no amounts outstanding under any Working Capital Loans.

As of August 17, 2021, the

Company had $ 1,205,216 in its operating bank account, $ 36,691 due from the Sponsor, and working capital of approximately $ 0.8 million.

Based on the foregoing, management

believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation

of a Business Combination or one year from this filing.

Over this time period, the Company will be using these funds for paying existing

accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective

target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating

and consummating the Business Combination.

Note 2 — Significant Accounting

Basis of Presentation

The accompanying unaudited

condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America

(“US GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor

or certain of the Company’s officers and directors committed to provide the Company with Working Capital Loans up to $ 1,500,000 ,

as defined later (see Note 6).

To date, there were no amounts outstanding under any Working Capital Loans.

on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs

through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will

be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates,

performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with

or acquire, and structuring, negotiating and consummating the Business Combination.

2 — Restatement of Prior Period Financial Statements

In connection with the preparation

of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported

financial statement.

The Company previously determined Class A common stock subject to possible redemption (“Public Shares”)

to be equal to the redemption value of $ 10.10 per common stock while also taking into consideration its charter’s requirement

that a redemption cannot result in net tangible assets being less than $ 5,000,001 .

Upon review of its financial statements for the period

ended September 30, 2021, the Company reevaluated the classification of the Public Shares and determined that the Public Shares issued

during the IPO and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the

occurrence of future events considered outside the Company’s control under ASC 480-10-S99.

Therefore, management concluded that

all the Public Shares should be classified as temporary equity in its entirety.

As a result, management has noted a reclassification

adjustment related to temporary equity and permanent equity.

This resulted in an adjustment to the initial carrying value of the Public

Shares with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock.

of the Restatement

impact of the restatement on the Company’s financial statement is reflected in the following table.

Balance Sheet as of August 17, 2021

Class A common stock subject to redemption

Class A common stock

Additional Paid-in Capital

( 5,013,264 )

Accumulated Deficit

( 4,301,886 )

( 4,315,684 )

Total Stockholders' Equity

$ ( 9,315,242 )

$ ( 4,315,236 )

Number of shares subject to redemption

3 — Significant Accounting Policies

of Presentation

accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the

United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission

Accordingly, they do not include all of the information and footnotes required by US GAAP.

In the opinion of management, the unaudited

condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement

of the balances and results for the period presented.

Operating results for the period from December 31, 2020 through June 30, 2021 are

not necessarily indicative of the results that may be expected through December 31, 2021.

The accompanying unaudited

condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form

8-K and the final prospectus filed by the Company with the SEC on August 23, 2021 and August 13, 2021, respectively.

Emerging Growth Company Status

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”),

as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,

reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

The preparation of unaudited

condensed financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial

statement and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not

have any cash equivalents as of June 30, 2021 and December 31, 2020.

Deferred Offering Costs

Deferred offering costs consist

of legal and accounting expenses incurred through the balance sheet date that were directly related to the IPO and that were charged to

shareholders’ equity upon the completion of the IPO.

Fair Value of Financial Instruments

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

In the opinion of management,

the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the

fair statement of the balances and results for the period presented.

Operating results for the period from December 31, 2020 through

September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto

included in the final prospectus filed by the Company with the SEC August 13, 2021.

Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the

“Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may

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 auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any

golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management

considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual

results could differ significantly from those estimates which would include the various equity securities issued.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Securities held in Trust Account

of September 30, 2021, the Company had $ 174.2 million in Marketable Securities held in the Trust Account which was invested in BLF Treasury

Upon closing of the IPO, $ 10.10 per Unit sold in the IPO, including the proceeds of the sale of the Private Placement Warrants,

were held in a trust account (“Trust Account”) and may be invested only in U.S.

government securities 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.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Corporation limit of $ 250,000 .

At September 30, 2021, the Company has not

experienced losses on this account.

Costs associated with the Initial Public Offering

costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”)

Topic 5A—“Expenses of Offering”.

Offering costs are allocated to the separable financial instruments issued in the

IPO based on a relative fair value basis compared to total proceeds received.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term

A common stock Subject to Possible Redemption

Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured

at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

are classified as temporary equity.

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

At September 30, 2021

and December 31, 2020, 17,250,000 and 0 Class A common stock, respectively, subject to possible redemption are presented at redemption

value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

of the 17,250,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the

redemption of such public shares if there is a shareholder vote or tender offer in connection with the Business Combination and in connection

with certain amendments to the Company’s certificate of incorporation.

Class A common stock sold as part of the Units in the IPO is subject to ASC 480-10-S99.

If it is probable that the equity instrument

will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of

issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption

date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the

instrument to equal the redemption value at the end of each reporting period.

The Company recognizes changes in redemption value immediately

as they occur.

Immediately upon the closing of the IPO, the Company recognized the subsequent remeasurement under ASC 480-10-S99 from

initial carrying amount to redemption value.

The change in the carrying value of redeemable common stock resulted in charges against

additional paid-in capital and accumulated deficit.

the holder of representative shares and Class B common stock have agreed to waive their redemption rights per the letter agreement and

the underwriting agreement, so the representative shares and Class B common stock are non-redeemable.

As of September 30, 2021,

the common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table:

Gross proceeds from IPO

$ 174,225,000

Net proceeds from Public warrants

( 16,152,951 )

Class A ordinary shares issuance cost

( 12,937,500 )

Cash held in trust account over $10.00 per unit ($10.10 per unit - $10.00 per unit)

( 1,725,000 )

Accretion of carrying value of Class A stock to redemption value

Common stock subject to possible redemption

$ 174,225,000

Net Loss Per Common Stock

Net loss per common

stock is computed by dividing net loss by the weighted average number of common stocks outstanding during the period, excluding

common stocks subject to forfeiture by the Sponsor.

Weighted average shares were reduced for the effect of an aggregate of 562,500

common stocks that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5).

30, 2021 and December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted

into common stocks and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per

share for the period presented.

The Company has two classes

of common stock, which are referred to as Class A common stock and Class B common stock.

Income and losses are allocated on pro rata basis

between redeemable and non-redeemable common stock.

The 19,612,500 potential common shares for outstanding warrants to purchase the Company’s

stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently

exercisable, and the contingencies have not yet been met.

As a result, diluted net loss per common share is the same as basic net loss

per common share for the periods.

The table below presents a reconciliation of the numerator and denominator used to compute basic and

diluted net loss per share between redeemable and non-redeemable.

For the three months ended

September 30, 2021

For the nine months ended

September 30, 2021

Basic and diluted net loss per share:

Allocation of net loss

Weighted Average Shares Outstanding including common stock subject to redemption

Basic and diluted net loss per share

The Company follows the asset

12 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020.

Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from

its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income

taxes was deemed to be immaterial for the period from the three and six months ended June 30, 2021, and for the period from June 24, 2020

(Inception) through June 30, 2020.

The Company’s deferred tax assets were deemed to be de minimis as of June 30, 2021 and December

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021.

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

3 unchanged sentences

and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts

in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation

models required under current GAAP.

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.

is currently evaluating the impact of the ASU on its financial position, results of operations or cash flows.

Accounting for Convertible Instruments and

Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing

major separation models required under current GAAP.

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.

The Company is currently evaluating the impact of the ASU on its financial position, results of operations or cash flows.

In May 2021, the FASB issued

ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock

Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting

for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues

This guidance clarifies certain aspects of the current guidance to promote consistency among reporting of an issuer’s

accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity

classified after modification or exchange.

The amendments in this update are effective for all entities for fiscal years beginning after

December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted for all entities, including adoption

in an interim period.

The Company is currently evaluating the impact of the ASU on its financial position, results of operations or cash

The Company’s management

4 unchanged sentences

consummated its IPO of 15,000,000 units (the “Units”).

Each Unit consists of one Class A common stock of the Company, par

value $ 0.0001 per share (the “Class A common stock”), and three-quarters of one redeemable warrant of the Company (“Warrant”),

each whole Warrant entitling the holder thereof to purchase one Class A common stock for $ 11.50 per share.

The Units were sold at a price

of $10.00 per unit, generating gross proceeds to the Company of $ 150,000,000 .

The warrants will become exercisable on the later of 30

days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after

the completion of the initial Business Combination or earlier upon redemption or liquidation.

Each Unit consists of one Class A common stock of the Company,

par value $ 0.0001 per share (the “Class A common stock”), and three-quarters of one redeemable warrant of the Company

(“Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A common stock for $ 11.50 per share.

The Units were sold at a price of $ 10.00 per unit, generating gross proceeds to the Company of $ 150,000,000 .

The warrants will become

exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO,

and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The underwriters have a 45-day

3 unchanged sentences

Simultaneously with the closing

of the IPO, the Company’s Sponsor purchased an aggregate of 4,500,000 warrants at a price of $ 1.00 per warrant, for an aggregate

purchase price of $ 4,500,000 , the Company’s underwriters purchased an aggregate of 1,500,000 warrants at a price of $ 1.00 per whole

warrant (for an aggregate purchase price of $ 1,500,000 ) in a private placement.

of the IPO, the Company’s Sponsor purchased an aggregate of 4,500,000 warrants at a price of $ 1.00 per warrant, for

an aggregate purchase price of $ 4,500,000 , the Company’s underwriters purchased an aggregate of 1,500,000 warrants at

a price of $ 1.00 per whole warrant (for an aggregate purchase price of $ 1,500,000 ) in a private placement.

On August 19, 2021, simultaneously

with the closing of the over-allotments, the Sponsor purchased an additional 450,000 Private Placement Warrants, and the underwriters

purchased an additional 225,000 Private Placement Warrants, at $ 1.00 per warrant, generating gross proceeds to the Company of $ 675,000 .

purchased an additional 225,000 Private Placement Warrants, at $ 1.00 per warrant, generating gross proceeds to the Company

of $ 675,000 .

The Private Placement Warrants

6 unchanged sentences

On December 31, 2020, the

Sponsor paid $ 25,000 , or approximately $ 0.006 per share, to cover certain offering costs in consideration for 4,312,500 Class B common

stocks, par value $ 0.0001 (the “Founder Shares”).

Up to 562,500 Founder Shares are subject to forfeiture by the Sponsor depending

on the extent to which the underwriters’ over-allotment option is exercised.

On August 19, 2021, the underwriters exercised the

over-allotment option in full.

Sponsor paid $ 25,000 , or approximately $ 0.006 per share, to cover certain offering costs in consideration for 4,312,500 Class

B common stocks, par value $ 0.0001 (the “Founder Shares”).

Up to 562,500 Founder Shares are subject to forfeiture

by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised.

On August 19, 2021, the underwriters

exercised the over-allotment option in full.

As a result, these 562,500 founder shares are no longer subject to forfeiture.

Additionally, upon consummation

of the IPO, the Sponsor sold 75,000 Founder Shares to each of the 11 Anchor Investors that purchased at least 9.9% of the units sold in

the IPO, at their original purchase price of approximately $0.0058 per share.

The aggregate fair value of these founder shares attributable

to anchor investors is $6,270,000, or $7.60 per share.

The Company allocated $6,265,215, the excess of the fair value over the gross

proceeds from these Anchor Investors, among Class A common stock, Public Warrants and Private Placement Warrants.

The initial stockholders

1 unchanged sentence

upon conversion thereof until the earlier to occur of:

(A) six months after the completion of the initial Business Combination or (B)

subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds

(A) six months after the completion of the initial Business Combination or

(B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds

$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days

8 unchanged sentences

for cash, securities or other property, the Founder Shares will be released from the Lock-up.

Additionally, upon consummation

of the IPO, the Sponsor sold 75,000 Founder Shares to each of the 11 Anchor Investors that purchased at least 9.9% of the units sold in

the IPO, at their original purchase price of approximately $0.0058 per share.

The aggregate fair value of these founder shares attributable

to anchor investors is $570,406, or $7.60 per share.

The Company offset the excess of the fair value against the gross proceeds from

these anchor investors as a reduction in its additional paid-in capital.

Due to related Party

As of June 30, 2021,

the Company had $ 43 due to a related party which was other miscellaneous service cost paid by Michael J.

As of December 31,

2020, the Company had $ 0 due to a related party.

Due from related Party

As of September 30, 2021,

the Company had $ 45,312 due from a related party which consists of $ 50,000 incurred from purchase of over-allotment private warrants,

offset by $ 4,688 of other miscellaneous costs paid by Michael J.

Mayell and the Sponsor.

As of December 31, 2020, the Company had $ 0 due

to a related party.

The Sponsor paid off the balance in full on October 1, 2021.

Promissory Note — Related

1 unchanged sentence

Sponsor agreed to loan the Company 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 at the earlier of September 30, 2021 or the closing of the IPO.

As of June 30, 2021 and December 31, 2020, the Company

borrowed $ 263,309 and $ 88,333 under the promissory note and the loan was fully repaid upon the closing of the IPO out of the offering

These loans are non-interest

bearing, unsecured and are due at the earlier of September 30, 2021 or the closing of the IPO.

As of December 31, 2020, the Company borrowed

$ 88,333 under the promissory note and the loan was fully repaid upon the closing of the IPO out of the offering proceeds.

Related Party Loans

In addition, in order

to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or

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

(“Working Capital Loans”).

If the Company completes the initial Business Combination, the Company would repay the

Working Capital Loans.

In the event that the initial Business Combination does not close, the Company may use a portion of the

working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be

used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Placement

Warrants at a price of $ 1.00 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement

As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

In addition, in order to

finance transaction costs in connection with an intended Business Combination, on November 11, 2021 the Sponsor signed a commitment letter

to provide loans of up to an aggregate of $ 1,500,000 to the Company (“Working Capital Loans”).

These loans will be non-interest

bearing, unsecured and will be repaid upon the consummation of a Business Combination.

If the Company completes the initial Business Combination,

the Company would repay the Working Capital Loans.

In the event that the initial Business Combination does not close, the Company may

use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust

Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans may be convertible into

Private Placement Warrants at a price of $ 1.00 per warrant at the option of the lender.

Such warrants would be identical to the Private

Placement Warrants.

As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Note 7 — Commitments and Contingencies

1 unchanged sentence

The holders of the Founder

Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A

common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital

Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to

be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the

Founder Shares, only after conversion to the Company’s Class A common stock).

The holders of the majority of these securities are

entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders

have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of

the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the

Securities Act.

However, the registration rights agreement provides that the Company will not permit any registration statement filed

under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder

Shares, on the earlier of (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business

Combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,

stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 75 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital

stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to

exchange their shares of common stock for cash, securities or other property and (ii) in the case of the Private Placement Warrants and

the respective Class A common stock underlying such warrants, 30 days after the completion of the initial Business Combination.

will bear the expenses incurred in connection with the filing of any such registration statements.

Shares, the Class A representative shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital

Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued

upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a

registration rights agreement signed on the IPO closing date of the IPO, requiring the Company to use its best efforts to register such

securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock).

of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers

such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities

pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not permit

any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which

occurs (i) in the case of the Founder Shares, on the earlier of (A) six months after the completion of the initial Business Combination

or (B) subsequent to the initial Business Combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day period commencing at least 75 days after the initial Business Combination, or (y) the date on which the Company completes

a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s

stockholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) in the case of

the Private Placement Warrants and the respective Class A common stock underlying such warrants, 30 days after the completion of the initial

Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

1 unchanged sentence

a 45-day option from the date of this IPO to purchase up to an additional 2,250,000 units to cover over-allotments, if any.

19, 2021, the over-allotments were exercised in full.

On August 19, 2021, the over-allotments were exercised in full.

Simultaneously with the closing

5 unchanged sentences

Simultaneously with the

closing of the IPO, the Company issued to Imperial Capital LLC and/or its designees, 165,000 shares of Class A Common Stock (the “Representative

The aggregate fair value of the Representative share was $1,254,000, or $7.60 per share and recorded as offering costs.

closing of the IPO, the Company issued to Imperial Capital LLC and/or its designees, 165,000 shares of Class A Common Stock (the

“Representative Shares”).

On August 19, 2021, the over-allotments were exercised in full, the Company issued additional 24,750

Representative Shares to Imperial Capital LLC and/or its designees.

The aggregate fair value of the Representative shares was $1,442,100,

or $7.60 per share and recorded as offering costs, which was treated as transaction cost of offering.

Imperial Capital LLC has

3 unchanged sentences

and (ii) to waive its rights to liquidating distributions from the trust account with

respect to such shares of common stock if the Company fails to complete an initial business combination within 12 months (or within 18

months if the Company extends the period of time to consummate its initial Business Combination) from the closing of the IPO.

respect to such shares of common stock if the Company fails to complete an initial business combination within the Combination Period

(or up to 18 months following extensions).

The representative shares

8 unchanged sentences

Note 8 — Stockholder’s

Preferred stock

— The Company is authorized to issue 1,000,000 preferred stock with a par value of $ 0.0001 and with such

designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of

As of June 30, 2021 and December 31, 2020 there were no preferred stock issued or outstanding.

Preferred stock — The

Company is authorized to issue 1,000,000 preferred stock with a par value of $ 0.0001 and with such designations, voting

and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of September 30,

2021 and December 31, 2020 there were no preferred stock issued or outstanding.

Class A common

stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per

At June 30, 2021 and December 31, 2020, there were no Class A common stock issued or outstanding.

common stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of

stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of

$ 0.0001 per share.

At September 30, 2021, there were 189,750 Class A common stocks issued or outstanding excluding 17,250,000 Class

A stock subject to redemption.

At December 31, 2020, there were no Class A common stock issued or outstanding.

Class B common

stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of

$ 0.0001 per share.

Holders are entitled to one vote for each share of Class B common stock.

At June 30, 2021 and December 31, 2020, there were 4,312,500

shares of Class B common stock issued and outstanding.

Of the 4,312,500 shares of Class B common stock, an aggregate of up

to 562,500 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters’

over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20 % of the

Company’s issued and outstanding common stocks after the IPO.

On August 19, 2021, the over-allotments were exercised in full,

hence the 562,500 Founder Shares were no longer subject to forfeiture.

At September 30, 2021 and December 31,

2020, there were 4,312,500 shares of Class B common stock issued and outstanding.

Of the 4,312,500 shares of

Class B common stock, an aggregate of up to 562,500 shares were subject to forfeiture to the Company for no consideration

to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial stockholders

will collectively own 20 % of the Company’s issued and outstanding common stocks after the IPO.

On August 19, 2021, the over-allotments

were exercised in full, hence the 562,500 Founder Shares were no longer subject to forfeiture.

Holders of Class A common

12 unchanged sentences

issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all

shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares

of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or

deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to

any seller in the Business Combination).

shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all

shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued

or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued,

to any seller in the Business Combination).

Holders of Founder Shares may also elect to convert their shares of Class B common stock into

an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

There are 19,612,000 warrants currently outstanding, including 12,937,500 public warrants and 6,675,000 Private Placement Warrants.

warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment

as discussed below, at any time commencing 30 days after the completion of our initial business combination.

However, no warrants will

be exercisable for cash unless we have an effective and current registration statement covering the shares of Class A common stock issuable

upon exercise of the warrants and a current prospectus relating to such shares of Class A common stock.

Notwithstanding the foregoing,

if a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective

within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there

is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,

exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such

exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants

on a cashless basis.

In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for

that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class

A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market

value” (defined below) by (y) the fair market value.

The “fair market value” for this purpose will mean the average

reported last sale price of the shares of Class A common stock for the 5 trading days ending on the trading day prior to the date of exercise.

The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time,

or earlier upon redemption or liquidation.

There are 19,612,500 warrants currently outstanding, including 12,937,500 public

warrants and 6,675,000 Private Placement Warrants.

Each warrant entitles the registered holder to purchase one share of Class

A common stock at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the

completion of our initial business combination.

However, no warrants will be exercisable for cash unless we have an effective and current

registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating

to such shares of Class A common stock.

Notwithstanding the foregoing, if a registration statement covering the shares of Class A common

stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial

business combination, warrant holders may, until such time as there is an effective registration statement and during any period when

we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption

provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or another exemption,

is not available, holders will not be able to exercise their warrants on a cashless basis.

In the event of such cashless exercise, each

holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient

obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference

between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

market value” for this purpose will mean the average reported last sale price of the shares of Class A common stock for the 5 trading

days ending on the trading day prior to the date of exercise.

The warrants will expire on the fifth anniversary of our completion of an

initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Private Placement Warrants,

3 unchanged sentences

for redemption, in whole and not in part, at a price of $0.01 per warrant:

any time after the warrants become exercisable,

not less than 30 days’ prior written notice of redemption to each warrant holder,

and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock

splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at

any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

at any time after the warrants become exercisable;

upon not less than 30 days’ prior written notice of redemption

to each warrant holder;

if, and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

If and when the warrants

9 unchanged sentences

the Initial Public Offering noted in the footnotes above, the Company did not identify any subsequent events that would have required

adjustment or disclosure in these unaudited condensed financial statements.

adjustment in these unaudited condensed financial statements.

On October 1, 2021, the Sponsor paid in full the Due from Related Party

balance as of September 30, 2021.

On November 11, 2021, the Sponsor signed a commitment letter to provide loans of up to an aggregate

of $ 1,500,000 to the Company.

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 1. Financial Statements