What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-21 compared with 2022-08-26 · 247 added, 121 removed, 147 unchanged (71% of the section changed)

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“our” or the “Company” are to CENAQ Energy Corp., except where the context requires otherwise.

The following

discussion should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere

in this report.

The following discussion

should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this Quarterly

Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking

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The registration statement for the initial public offering was declared effective on August 12, 2021.

17, 2021, we consummated our initial public offering of 15,000,000 units, at $10.00 per unit, generating gross proceeds of $150,000,000.

The underwriter was granted a 45-day option from the date of the final prospectus relating to the initial public offering to purchase

up to 2,250,000 additional units to cover over-allotments, if any, at $10.00 per unit.

On August 19, 2021, the underwriters exercised

the overallotment in full, generating additional gross proceeds of $22,500,000.

Transaction costs of our initial public offering 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

17, 2021, we consummated our initial public offering (“Public Offering” or “IPO”) of 15,000,000 units, at $10.00

per unit, generating gross proceeds of $150,000,000.

The underwriter was granted a 45-day option from the date of the final prospectus

relating to the IPO to purchase up to 2,250,000 additional units to cover over-allotments, if any, at $10.00 per unit.

On August 19, 2021,

the underwriters exercised the over-allotment in full, generating additional gross proceeds of $22,500,000.

Transaction costs of our 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.

Simultaneously with the closing of the initial

public offering, we consummated the private placement (“Private Placement”) of 6,000,000 warrants, at a price of $1.00 per

warrant, generating gross proceeds to us of $6 million.

On August 19, 2021, the underwriters exercised the overallotment in full and

consummated the private placement of additional 675,000 warrants, at a price of $1.00 per warrant, generating gross proceeds to us of

Upon the closing of the initial public offering

and the Private Placement, $174,225,000 ($10.10 per share) of the net proceeds of the sale of the Units in the initial public offering

and the Private Placement were placed in the Trust Account.

Simultaneously with the closing of the IPO, we

consummated the private placement (“Private Placement”) of 6,000,000 warrants, at a price of $1.00 per warrant, generating

gross proceeds to us of $6 million.

On August 19, 2021, the underwriters exercised the over-allotment in full and consummated the private

placement of additional 675,000 warrants, at a price of $1.00 per warrant, generating gross proceeds to us of $675,000.

Upon the closing of the IPO and the Private Placement,

$174,225,000 ($10.10 per share) of the net proceeds of the sale of the Units in the IPO and the Private Placement were placed in the Trust

If we are unable to complete an initial Business

Combination within the Combination Period, we 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 us 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 us 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

Combination within the Combination Period, until February 16, 2023, we 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 us 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 us 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,

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

Proposed Business Combination

Business Combination Agreement

August 12, 2022, the Company, Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of the

Company (“OpCo”), and, for a limited purpose, the Sponsor, entered into a business combination agreement (as the same

may be amended from time to time, the “Business Combination Agreement”) with Bluescape Clean Fuels Holdings, LLC, a

Delaware limited liability company (“Holdings”), and Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware

limited liability company (“Intermediate”).

The transactions contemplated by the Business Combination Agreement are

collectively referred to herein as the “business combination.” In connection with the closing of the business combination (the “Closing”), the Company will change

its name to Verde Clean Fuels, Inc.

(“Verde Inc.”).

Pursuant to the Business

Combination Agreement, during the period between the consummation of the business combination and the earlier of the five year anniversary

from the consummation of the business combination or the date of the consummation of a sale of the post combination company (the “Earn

Out Period”), OpCo may transfer up to 3,500,000 Class C common units of OpCo and a corresponding number of shares of Class C common

stock, par value $0.0001 per share (“Class C common stock”), of the post combination company to Holdings within five business

days after the occurrence of certain triggering events.

Sponsor Letter

In connection with the

execution of the Business Combination Agreement, on August 12, 2022, the Sponsor entered into a letter agreement with Intermediate, Holdings

and the Company, pursuant to which, among other things, the Sponsor agreed to (i) forfeit 2,475,000 of its Private Placement Warrants,

(ii) comply with the lock-provisions in the Letter Agreement, dated August 12, 2021, by and among the Company, the Sponsor and the Company’s

directors and officers, (iii) vote all of its shares of Class A common stock and Founder Shares in favor of the adoption and approval

of the Business Combination Agreement and the business combination, (iv) not redeem any of its shares of Class A common stock in connection

with such stockholder approval, (v) waive its anti-dilution rights with respect to its Founder Shares in connection with the consummation

of the business combination and (vi) subject a portion of the shares of Class A common stock as a result of the conversion of its Founder

Shares to forfeiture if certain triggering events do not occur during the Earn Out Period.

Underwriters Letter

In connection with the

execution of the Business Combination Agreement, on August 12, 2022, the Company, Intermediate and Holdings entered into a letter agreement

with the underwriters, pursuant to which, among other things, (i) Imperial Capital, LLC agreed to forfeit all of its 1,423,125 Private

Placement Warrants and all of its 156,543 Representative Shares, (ii) I-Bankers Securities, Inc.

agreed to forfeit all of its 301,875

Private Placement Warrants and all of its 33,207 Representative Shares and (iii) the underwriters agreed to reduce their deferred underwriting

fees related to the IPO from $6,037,500 to $4,312,500.

Subscription Agreements

In connection with the

execution of the Business Combination Agreement, on August 12, 2022, the Company entered into separate subscription agreements with certain

investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, and the Company agreed to sell

to the PIPE Investors, an aggregate of 8,000,000 shares of Class A common stock for a purchase price of $10.00 per share and an aggregate

purchase price of $80,000,000 in a private placement (the “PIPE Financing”).

Of the $80,000,000 of commitments, Holdings has

agreed to purchase 800,000 shares to be sold in the PIPE Financing for an aggregate commitment of $8,000,000.

Arb Clean Fuels Management

LLC (“Arb Clean Fuels”), an entity affiliated with a member of the Sponsor, has agreed to purchase 7,000,000 shares to be

sold in the PIPE Financing for an aggregate commitment of $70,000,000;

provided, that, to the extent funds in the Trust Account immediately

prior to the consummation of the business combination, after giving effect to the Company stockholders’ redemption rights, exceed

$17,420,000, each $10.00 increment of such excess funds shall reduce Arb Clean Fuels’ commitment by $10.00 up to a maximum reduction

of $20,000,000.

Additionally, an entity unaffiliated with the Sponsor has agreed to purchase 200,000 shares for an aggregate commitment

of $2,000,000.

Lock-Up Agreement

In connection with the

execution of the Business Combination Agreement, on August 12, 2022, Holdings entered into a Lock-Up Agreement, pursuant to which Holdings

agreed to subject its shares of common stock received in connection with the business combination to the lock-up provisions therein.

Agreements to be Executed at Closing

The Business Combination

Agreement also contemplates the execution by the parties of various agreements at the Closing, including, among others, the below.

Tax Receivable Agreement

In connection with the

business combination, the Company will enter into the tax receivable agreement (the “Tax Receivable Agreement”) with Holdings

(together with its permitted transferees, the “TRA Holders,” and each a “TRA Holder”) and the Agent (as defined

therein), which will generally provide for the payment by Verde Inc.

to each TRA Holder of 85% of the net cash savings, if any, in U.S.

federal, state and local income tax and franchise tax (computed using simplifying assumptions to address the impact of state and local

taxes) that Verde Inc.

realizes (or is deemed to realize in certain circumstances) in periods after the business combination as a result

of (i) certain increases in tax basis that occur as a result of Verde Inc.’s acquisition (or deemed acquisition for U.S.

income tax purposes) of all or a portion of such TRA Holder’s Class C OpCo Units pursuant to an OpCo Holder Exchange set forth in

the A&R LLC Agreement, and (ii) imputed interest deemed to be paid by Verde Inc.

as a result of, and additional tax basis arising

from, any payments Verde Inc.

makes under the Tax Receivable Agreement.

will retain the benefit of the remaining 15% of these

net cash savings.

Payments generally will

be made under the Tax Receivable Agreement as Verde Inc.

realizes actual cash tax savings in periods after the consummation of the business

combination from the tax benefits covered by the Tax Receivable Agreement.

However, if the Tax Receivable Agreement terminates early (at

Verde Inc.’s election or due to other circumstances, including Verde Inc.’s breach of a material obligation thereunder or

upon certain changes of control described in the Tax Receivable Agreement), Verde Inc.

would be required to make an immediate payment

to each TRA Holder equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (based

upon certain valuation assumptions and deemed events set forth in the Tax Receivable Agreement), such payments not to exceed $50 million,

in the aggregate, in the case of certain changes of control.

on OpCo to make distributions to Verde Inc.

in an amount sufficient to cover Verde Inc.’s obligations under the Tax Receivable Agreement.

A&R LLC Agreement

Following the Closing,

will operate its business through OpCo.

On the Closing Date, Verde Inc.

and Holdings will enter into an amended and restated

limited liability company agreement of OpCo (the “A&R LLC Agreement”).

The A&R LLC Agreement will provide, among other

things, that each Class C OpCo Unit will be exchangeable, subject to certain conditions, for one share of Class A common stock, and a

corresponding share of Class C common stock will be cancelled in connection with such exchange, pursuant to and in accordance with the

terms of the A&R LLC Agreement.

A&R Registration

Rights Agreement

In connection with the

Closing, that certain Registration Rights Agreement dated August 17, 2021 (the “IPO Registration Rights Agreement”) will be

amended and restated and Verde Inc., certain stockholders of CENAQ prior to the Closing (the “Initial Holders”) and certain

stockholders receiving Class A common stock and Class C common stock pursuant to the business combination (the “New Holders”

and together with the Initial Holders, the “Reg Rights Holders”) will enter into an amended and restated IPO Registration

Rights Agreement (the “A&R Registration Rights Agreement”).

Pursuant to the A&R

Registration Rights Agreement, Verde Inc.

will agree that, within thirty (30) days after the Closing, it will use its commercially reasonable

efforts to file with the SEC (at Verde Inc.’s sole cost and expense) a registration statement registering the resale of certain

securities held by or issuable to the Reg Rights Holders (the “Resale Registration Statement”), and Verde Inc.

commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the

filing thereof.

In certain circumstances, the Reg Rights Holders can demand Verde Inc.’s assistance with underwritten offerings

and block trades, and the Reg Rights Holders will be entitled to certain piggyback registration rights.

Results of Operations

As of June 30, 2022, we have not commenced any

All activity for the period from June 24, 2020 (inception) through June 30, 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 June 30, 2022, we had

a net loss of $243,730.

We incurred $442,662 of general and administrative expenses which includes $236,978 in costs related to identifying

a target business, $1,062 of interest expense on promissory note from related party and $5,088 of provision for income taxes.

interest income of $204,584 and $498 of unrealized gain on marketable securities held in Trust Account.

For the six months ended June 30, 2022, we had

a net loss of $1,179,136.

We incurred $1,394,632 of general and administrative expenses which includes $909,063 in costs related to identifying

a target business, $1,062 of interest expense on promissory note from related party and $5,088 of provision for income taxes.

interest income of $221,148 and $498 of unrealized gain on marketable securities held in Trust Account .

For the three months ended June 30, 2021, we

had a net loss of $3,285, which primarily consisted of Bank Charges of $1,236 and Other Miscellaneous Service Cost of $2,049.

For the six months ended June 30, 2021, we had

a net loss of $5,352, which primarily consisted of Bank Charges of $2,493 and Other Miscellaneous Service Cost of $2,859.

As of September 30, 2022, we have not commenced

any operations.

All activity for the period from June 24, 2020 (inception) through September 30, 2022 relates to our formation and Public

Offering, 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 September 30, 2022,

we had a net loss of $2,387,015.

We incurred $3,013,729 of general and administrative expenses, which includes $2,501,501 in costs related

to identifying a target business.

We also incurred $3,150 of interest expense on promissory note from related party and $126,744 of provision

for income taxes.

We earned interest income of $757,106 and $498 of unrealized loss on marketable securities held in Trust Account.

For the nine months ended September 30, 2022,

we had a net loss of $3,566,151.

We incurred $4,408,361 of general and administrative expenses, which includes $3,410,564 in costs related

to identifying a target business.

We also incurred $4,212 of interest expense on promissory note from related party and $131,832 of provision

for income taxes.

We earned interest income of $978,254 on marketable securities held in Trust Account.

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 Going Concern

As of June 30, 2022, we had $86,284 in our operating bank account,

and working capital deficit of $938,699.

As of September 30, 2022, we had $8,242 in our

operating bank account, and working capital deficit of $3,600,490.

Until the consummation of a Business Combination,

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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.

As of the date of the filing of these financial statements, the period of time for the Company to complete

a business combination under its amended and restated certificate of incorporation is extended for a period of 3 months from August 17,

2022 to November 16, 2022 based upon the filing of a proxy statement for an initial business combination on August 12, 2022.

there were no amounts outstanding under any Working Capital Loans.

of the date of the filing of these financial statements, the period of time for the Company to complete a business combination under its

amended and restated certificate of incorporation is extended for a period of 3 months from November 16, 2022 to February 16, 2023.

connection with the Extension, the Sponsor has deposited $1,725,000, representing 1% of the gross proceeds of the IPO, into the Trust

Account for its public stockholders.

This commitment extends through February 16, 2023.

To date, there were no amounts outstanding

under any Working Capital Loans.

If the Company’s estimate of the costs

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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

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 on Form 10-Q do not include any adjustments that might result from our inability to continue

as a going concern.

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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 November 16, 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 November 16, 2022.

is unable to complete a Business Combination by February 16, 2023, 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 February 16, 2023.

Underwriters agreement

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.

We granted the underwriters a 45-day option from

the date of our 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 Public

Offering and the over-allotment, the underwriters were paid an underwriting discount of 2% of the gross proceeds of the 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 Public Offering and the over-allotment upon the completion of our initial Business Combination.

Contractual Obligations

As of June 30, 2022, we did not have any long-term

debt, capital or operating lease obligations.

As of September 30, 2022, we did not have any

long-term debt, capital or operating lease obligations.

Critical Accounting Policies

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The most significant estimates that affected the financial statements

as of June 30, 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.

as of September 30, 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.

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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 six months ended June 30, 2022 and 2021 because the warrants are contingently exercisable,

diluted earnings per share for the three and nine months ended September 30, 2022 and 2021 because the warrants are contingently exercisable,

and the contingencies have not yet been met.

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Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

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.

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 guidance was adopted starting January 1, 2022.

of the ASU did not impact the Company’s 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.

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.

In May 2021, the FASB issued ASU 2021-04, Earnings

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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 initial public offering, requiring us to register such securities for resale (in the case of the Founder Shares,

only after conversion to our 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 we register 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 us to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration

rights agreement provides that we 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 we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that

results in all of our 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.

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

the effective date of the Public Offering, requiring us to register such securities for resale (in the case of the Founder Shares, only

after conversion to our 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 we register 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

us to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides

that we 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

we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our 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.

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

Underwriters Agreement

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.

the date of the 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.

Simultaneously with the closing of the Public

Offering and the over-allotment, the underwriters were paid an underwriting discount of 2% of the gross proceeds of the 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 Public Offering and the over-allotment upon the completion of our initial Business Combination.

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

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in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among

other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant

to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the

Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding

mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the

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

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

exemptions will apply for a period of five years following the completion of this offering or until we are no longer an “emerging

growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to

Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank

Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory

audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements

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

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

These exemptions will apply

for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever

Quantitative and Qualitative Disclosures

About Market Risk

Not required for smaller reporting companies.

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