What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-12 compared with 2021-11-24 · 128 added, 87 removed, 131 unchanged (62% of the section changed)

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Results of Operations

Our entire activity since inception up to September

30, 2021 was in preparation for our initial public offering.

We will not generate any operating revenues until the closing and completion

of our initial Business Combination, at the earliest.

For the three months ended September 30, 2021,

we had a net loss of $67,295, which consists of formation and operating costs of $68,294 and interest income of $999.

For the nine months ended September 30, 2021,

we had a net loss of $72,647, which consists of formation and operating costs of $73,646 and interest income of $999.

Liquidity and Capital Resources

As of September 30, 2021, we had $539,610 in our

operating bank account, and working capital of $757,200.

Our liquidity needs up to September 30, 2021 had

been satisfied through a payment from the sponsor of $25,000 for the Founder Shares and no borrowings under the promissory note.

close of the initial public offering, there was no amount outstanding on the promissory note.

In addition, in order to finance transaction costs

in connection with an intended business combination, at November 11, 2021 our sponsor signed a commitment letter to provide loans of up

to an aggregate of $1,500,000 to us.

As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes that

we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business

Combination or one year from this filing.

Over this time period, we 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

Restatement of Prior Period Financial Statements

In connection with the preparation of the financial statements as of

September 30, 2021, management identified errors made on the historical balance sheet where, we improperly classified some of its Class

A common stock subject to possible redemption.

In accordance with ASC 480-10-S99, redemption provisions not solely within our control

would require common stock subject to redemption to be classified outside of permanent equity.

We had previously classified 1,082,716

shares in permanent equity.

Although we did not specify a maximum redemption threshold, the charter provides that currently, we will not

redeem the public shares in an amount that would cause the net tangible assets to be less than $5,000,001.

We restated the financial statements

to classify all Class A Common Stock excluding representative shares as temporary equity and for any related impact, as the threshold

in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be presented outside of

permanent equity.

As of March 31, 2022, we have not commenced any

All activity for the period from June 24, 2020 (inception) through March 31, 2022 relates to our formation and initial public

offering (“Public Offering” or “IPO”), and, since the completion of the IPO, searching for a target to consummate

a Business Combination.

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

We will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering and placed in

the Trust Account (defined below).

For the three months ended March 31, 2022, we had

a net loss of $263,321.

We incurred $279,885 of general and administrative expenses.

We earned interest income of $16,564.

For the three months ended March 31, 2021, we

had a net loss of $2,067, which consists of formation and operating costs.

Liquidity and Going Concern

As of March 31, 2022, we had $155,930 in our operating

bank account, and working capital of $ 207,198.

Until the consummation of a Business Combination, the Company will

be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence

on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating

and consummating the Business Combination.

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 committed to provide the Company with Working Capital Loans up to $1,500,000, as defined later (see Note 5).

This commitment

extends through August 17, 2022.

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

If the Company’s estimate of the costs of

identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount

necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination.

the Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem

a significant number of its public shares upon consummation of the Business Combination, in which case the Company may issue additional

securities or incur debt in connection with such Business Combination.

Subject to compliance with applicable securities laws, the Company

would only complete such financing simultaneously with the completion of the Business Combination.

If the Company is unable to complete

its Business Combination because it does not have sufficient funds available to it, the Company will be forced to cease operations and

liquidate the Trust Account.

In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to

obtain additional financing in order to meet its obligations.

We cannot assure you that our plans to raise capital

or to consummate an initial business combination will be successful.

These factors, among others, raise substantial doubt about our ability

to continue as a going concern, which is considered to be one year from the issuance of the financial statements.

The financial statements

contained elsewhere in this Quarterly Report do not include any adjustments that might result from our inability to continue as a going

In connection with the Company’s assessment

of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company

is unable to complete a Business Combination by August 17, 2022, then the Company will cease all operations except for the purpose of

The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s

ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company

be required to liquidate after August 17, 2022.

We granted the underwriters a 45-day option from

the date of this initial public offering to purchase up to an additional 2,250,000 units to cover over-allotments, if any.

On August 19,

2021, the over-allotments were exercised in full.

Simultaneously with the closing of the initial

public offering and the over-allotment, the underwriters were paid an underwriting discount of 2% of the gross proceeds of the initial

public offering and the over-allotment, or $3,450,000.

Additionally, the underwriters will be entitled to a deferred underwriting discount

of 3.5% of the gross proceeds of the initial public offering and the over-allotment upon the completion of our initial Business Combination.

Contractual Obligations

As of March 31, 2022, we did not have any long-term

debt, capital or operating lease obligations.

Critical Accounting Policies

The preparation of the unaudited condensed financial

statements 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 statements and the

reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

We have identified the following

as our critical accounting policies:

Use of Estimates

The preparation of financial statements and related

disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the

periods reported.

Making estimates requires management to exercise significant judgment.

It is possible that the estimates management

considered could possibly change due to one or more future events.

The most significant estimates that affected the financial statements

as of March 31, 2022 are the calculations of the fair values of the over-allotment option, fair values of the representative shares and

the fair values of the anchor shares.

These estimates are uncertain due to the assumptions used in the stock valuations.

These estimates

and assumptions have not changed significantly during the year.

Actual results could materially differ from those estimates.

We have identified

the following as our critical accounting policies:

Offering Costs associated with the Initial

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of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A “Expenses of Offering”.

costs are allocated to the separable financial instruments, if any, issued in the IPO based on a relative fair value basis compared to

total proceeds received.

Class A common stock Subject to Possible

We account for the 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.

We recognize changes in redemption

value immediately as they occur.

Immediately upon the closing of the IPO, we 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.

Offering costs

are allocated to the separable financial instruments, if any, issued in the IPO based on a relative fair value basis compared to total

proceeds received.

Class A Common Stock Subject to Possible Redemption

We account for the 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.

times, common stock is classified as stockholders’ equity.

We recognize changes in redemption value immediately

as they occur.

Immediately upon the closing of the IPO, we recognized the subsequent re-measurement 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.

Net Loss Per Common stock

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The 19,612,500 potential common shares for outstanding warrants to purchase our 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.

diluted earnings per share for the three months ended March 31, 2022 and 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

Recent Accounting Pronouncements

In August 2020, the FASB

issued Accounting Standards Update (“ASU”) No.

2020-06, Debt —debt with Conversion and Other Options (Subtopic 470-20)

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.

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

In August 2020, the FASB issued Accounting Standards

Update (“ASU”) No.

2020-06, Debt —debt with Conversion and Other Options (Subtopic 470-20) 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.

We are currently evaluating

the impact of the ASU on the financial position, results of operations or cash flows.

In May 2021, the FASB issued

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in an interim period.

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

Our management does not believe

that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

unaudited condensed financial statement.

The guidance was adopted starting January 1, 2022.

Adoption of the ASU did not impact the Company’s financial

position, results of operations or cash flows.

Our management does not believe that any other

recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited

condensed financial statement.

Off-Balance Sheet Arrangements;

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of 3.5% of the gross proceeds of the initial public offering and the over-allotment upon the completion of our initial Business Combination.

On April 5, 2012, the JOBS Act was signed into

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

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting

pronouncements based on the effective date for private (not publicly traded) companies.

We have elected to irrevocably 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, we will adopt the new or revised standard at the time public companies adopt the new or revised standard.

make comparison of our financial statements with another emerging growth company that has not opted out of using the extended transition

period difficult or impossible because of the potential differences in accountant standards used.

as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements

based on the effective date for private (not publicly traded) companies.

We have elected to irrevocably 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,

we will adopt the new or revised standard at the time public companies adopt the new or revised standard.

This may make comparison of

our financial statements with another emerging growth company that has not opted out of using the extended transition period difficult

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

Additionally, we are in the process of evaluating

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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