What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-13 compared with 2021-11-15 · 169 added, 130 removed, 115 unchanged (72% of the section changed)

Management’s Discussion and Analysis of

Financial Condition and Results of Operations.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

References to the “Company,” “our,”

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growth companies.

Our registration statements for our initial public

Our registration statement for our initial public

offering (the “Initial Public Offering”) became effective on March 11, 2021.

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Public Offering of 25,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the

Units sold, the “Public Shares”), including 3,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment

Units sold, the “Public Shares”), including 3,000,000 Units sold upon the partial exercise of the underwriter’s over-allotment

option, at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000.

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stock at a price of $11.50.

Each warrant will become exercisable on the later of 30 days after the completion of the Initial Business

Combination or March 16, 2022 (12 months from the closing of the Initial Public Offering) and will expire 5 years after the completion

of the Initial Business Combination, or earlier upon redemption or liquidation.

Each warrant will become exercisable 30 days after the completion of the Initial Business Combination and

will expire 5 years after the completion of the Initial Business Combination, or earlier upon redemption or liquidation.

Simultaneously with the closing of the Initial

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of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust

Account”) located in the United States at UMB Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee,

which may be invested only in U.S.

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

of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company

that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7

of the Investment Company Act, as determined by us, until the earlier of:

(i) the completion of the Initial Business Combination and (ii)

the distribution of the Trust Account, as described below.

We have until March 16, 2022 (12 months from the

closing of the Initial Public Offering), or a later date approved by our stockholders in accordance with the Amended and Restated Certificate

of Incorporation (the “Combination Period”).

If we are unable to complete the Initial Business Combination by the end of 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 our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares,

which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further

liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses

(ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail

to complete the Initial Business Combination within the Combination Period.

Liquidity and Capital Resources

As of both September 30, 2021 and December 31,

Account”) located in the United States at J.P.

Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting

as trustee, which may be invested only in U.S.

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

Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment

company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of

Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of:

(i) the completion of an Initial Business Combination

and (ii) the distribution of the Trust Account, as described below.

On March 8, 2022, at a special meeting of our

stockholders, our stockholders approved the extension of our term to complete our Initial Business Combination from March 16, 2022 to

September 30, 2022 (the “Extension”).

In connection with the Extension, the Sponsor loaned us an aggregate amount of $4,424,015

($0.20 for each Public Share that was not redeemed in connection with the Extension) (the “Extension Loan”).

of the Extension Loan were deposited in the Trust Account on March 9, 2022.

The Extension Loan will not bear interest and will be repayable

by us to the Sponsor or its designees upon consummation of an Initial Business Combination.

In connection with the stockholder vote to

approve the Extension, 2,879,927 Public Shares were redeemed at $10.00 a share, resulting in a reduction of $28,799,270 in the amount

held in the Trust Account.

We have until September 30, 2022 or a later date

approved by our stockholders in accordance with the Amended and Restated Certificate of Incorporation, to consummate an Initial Business

Combination (the “Combination Period”).

If we are unable to complete an Initial Business Combination by the end of 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 taxes (less

up to $100,000 of interest 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 liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to our obligations

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

There will be no redemption rights

or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an Initial Business Combination

within the Combination Period.

Liquidity and Capital

As of both March 31, 2022 and December 31, 2021,

we had $25,000 of cash in our operating account.

As of September 30, 2021, we had a working capital deficit of approximately $1,745,000.

As of December 31, 2020, we had working capital of approximately $24,000.

As of September 30, 2021, we had approximately $11,000 of interest

income in the Trust Account available to pay taxes (less up to $100,000 of such net interest to pay dissolution expenses).

Our liquidity needs through September 30, 2021

have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the founder shares, a loan of approximately

As of March 31, 2022 and December 31, 2021, we had a working capital deficit of approximately

$6,819,000 and $2,634,000, respectively.

As of March 31, 2022 and December 31, 2021, we had $0 and approximately $18,000, respectively,

of interest income from the Trust Account available to pay taxes (less up to $100,000 of interest to pay dissolution expenses).

Our liquidity needs through March 31, 2022 have

been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the founder shares, a loan of approximately

$79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the consummation of the Private

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completion of the Initial Public Offering.

In addition, in order to finance transaction costs in connection with the Initial Business

Combination, our Sponsor has committed up to $1,750,000 to be provided to us to fund our expenses relating to investigating and selecting

a target business and other working capital requirements after the Initial Public Offering and prior to the Initial Business Combination

(the “Sponsor Loan”).

If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of our officers

and directors may, but are not obligated to, provide us additional loans.

As of September 30, 2021 and December 31, 2020, there was approximately

$676,000 and $0, respectively, outstanding under the Sponsor Loan.

In addition, in order to finance transaction costs in connection with an Initial Business Combination,

the Sponsor has committed up to $1,750,000 to be provided to us to fund our expenses relating to investigating and selecting a target

business and other working capital requirements after the Initial Public Offering and prior to our Initial Business Combination (the “Sponsor

If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors

may, but are not obligated to, provide us additional loans.

On March 9, 2022, we borrowed $4,424,015 ($0.20

for each Public Share that was not redeemed in connection with the Extension) from the Sponsor pursuant to the Extension Loan, which was

deposited in the Trust Account.

As of March 31, 2022 and December 31, 2021, there

was approximately $5,452,000 and $734,000, respectively, outstanding under the loans payable by us to the Sponsor.

As of March 31, 2022

and December 31, 2021, these amounts included approximately $1,028,000 and $734,000, respectively, outstanding under the Sponsor Loan,

and $4,424,105 and $0, respectively, outstanding under the Extension Loan.

Based on the foregoing, management believes that

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

of the Initial Business Combination or one year from the date of this Report.

Over this time period, we will be using these funds for

paying existing accounts payable, identifying and evaluating prospective target businesses, 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

of an Initial Business Combination or one year from the date of this report.

Over this time period, we will be using these funds for paying

existing accounts payable, identifying and evaluating prospective target businesses, 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 Initial Business Combination.

Results of Operations

Our entire activity from inception through September

30, 2021 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering,

toward locating and completing a suitable Initial Business Combination.

We have neither engaged in any operations nor generated any revenues

We will not generate any operating revenues until after completion of our Initial Business Combination.

We will generate non-operating

income in the form of interest income on investments held in the Trust Account.

We expect to incur increased expenses as a result of being

a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2021,

we had a net loss of approximately $1,055,000, which consisted of approximately $1,137,000 in general and administrative expenses, $60,000

of franchise tax expense and $30,000 in administrative expenses paid to the Sponsor, which were partially offset by approximately $102,000

of gain from the change in fair value of the forward purchase securities liability, approximately $64,000 of gain from the change in fair

value of the warrant liability, and approximately $6,000 in interest income on investments held in the Trust Account.

For the nine months ended September 30, 2021,

we had a net loss of approximately $2,441,000, which consisted of approximately $2,001,000 of loss from the change in fair value of the

forward purchase securities liability, approximately $1,539,000 in general and administrative expenses, approximately $141,000 of franchise

tax expense and approximately $65,000 in administrative expenses paid to the Sponsor, which were partially offset by approximately $1,294,000

of gain from the change in fair value of the warrant liability and approximately $11,000 in interest income on investments held in the

Trust Account.

Our entire activity from inception through March

31, 2022 related to our formation, the Initial Public Offering, and, to our efforts towards locating and completing a suitable Initial

Business Combination.

We have neither engaged in any operations nor generated any revenues to date.

We will not generate any operating

revenues until after completion of our Initial Business Combination.

We will generate non-operating income in the form of interest income

on investments held in the Trust Account.

We expect to incur increased expenses as a result of being a public company (for legal, financial

reporting, accounting and auditing compliance), as well as for due diligence expenses.

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

net income of approximately $3,412,000 which consisted of approximately $3,193,000 of gain from the change in fair value of warrant liability,

approximately $579,000 of other income, approximately $47,000 of gain from the change in fair value of FPS liability, and approximately

$7,000 of interest income on investments held in the Trust Account, partially offset by approximately $371,000 of general and administrative

expenses, $30,000 of administrative expenses paid to the Sponsor, and approximately $13,000 of franchise tax expense.

For the three months ended March 31, 2021, we

had a net loss of approximately $1,823,000 which consisted of approximately $1,858,000 of loss from the change in fair value of FPS liability,

approximately $78,000 of general and administrative expenses, approximately $20,000 of franchise tax expense, and approximately $5,000

of administrative expenses paid to the Sponsor, partially offset by approximately $138,000 of gain from the change in fair value of warrant

Contractual Obligations

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We engaged Cantor Fitzgerald & Co.

(“CF&Co.”), an affiliate of the Sponsor, as an advisor in connection with the Initial Business Combination to assist

us in holding meetings with our stockholders to discuss the Initial Business Combination and the target business’ attributes,

introduce us to potential investors that are interested in purchasing our securities, assist us in obtaining stockholder approval

for the Initial Business Combination and assist us with our press releases and public filings in connection with the Initial

Business Combination.

an affiliate of the Sponsor, as an advisor in connection with the Initial Business Combination to assist us in holding meetings with our

stockholders to discuss any potential Initial Business Combination and the target business’ attributes, introduce us to potential

investors that are interested in purchasing our securities and assist us with our press releases and public filings in connection with

any Initial Business Combination.

We will pay CF&Co.

a cash fee for such services upon the consummation of the Initial Business Combination

in an amount of $9,350,000, which is equal to, in the aggregate, 3.5% of the gross proceeds of the base offering in the Initial

Public Offering and 5.5% of the gross proceeds from the exercise of the underwriters’ over-allotment option.

in an amount of $9,350,000, which is equal to, in the aggregate, 3.5% of the gross proceeds of the base offering in the Initial Public

Offering and 5.5% of the gross proceeds from the partial exercise of the underwriters’ over-allotment option.

Related Party Loans

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Offering and prior to the Initial Business Combination.

As of September 30, 2021 and December 31, 2020, we had borrowed approximately

$676,000 and $0, respectively, under the Sponsor Loan.

The Sponsor pays expenses on our behalf.

the Sponsor for such expenses paid on our behalf.

As of September 30, 2021 and December 31, 2020, we had accounts payable outstanding

to the Sponsor for such expenses paid on our behalf of approximately $527,000 and $0, respectively.

On March 9, 2022, we borrowed $4,424,015 ($0.20

for each Public Share that was not redeemed in connection with the Extension) from the Sponsor pursuant to the Extension Loan, which was

deposited in the Trust Account.

The Extension Loan will not bear interest and will be repayable by us to the Sponsor or its designees

upon consummation of an Initial Business Combination.

As of March 31, 2022 and December 31, 2021, there

was approximately $5,452,000 and $734,000, respectively, outstanding under the loans payable by us to the Sponsor.

As of March 31, 2022

and December 31, 2021, these amounts included approximately $1,028,000 and $734,000, respectively, outstanding under the Sponsor Loan,

and $4,424,105 and $0, respectively, outstanding under the Extension Loan.

As of both March 31, 2022 and December 31, 2021, there were

no amounts outstanding under the Working Capital Loans.

The Sponsor pays expenses on our behalf and we

reimburse the Sponsor for such expenses paid on our behalf.

As of both March 31, 2022 and December 31, 2021, we had accounts payable outstanding

to the Sponsor for such expenses paid on our behalf of approximately $571,000.

Critical Accounting Policies and Estimates

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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 unaudited condensed financial

statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

These accounting

estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation.

To the extent actual

experience differs from the assumptions used, our unaudited condensed balance sheets, unaudited condensed statements of operations and

unaudited condensed statements of cash flows could be materially affected.

We believe that the following accounting policies involve a

higher degree of judgment and complexity.

reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities in our unaudited

condensed financial statements.

These accounting estimates require the use of assumptions about matters, some of which are highly uncertain

at the time of estimation.

Management bases its estimates on historical experience and on various other assumptions it believes to be

reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing

To the extent actual experience differs from the assumptions used, our unaudited condensed balance sheets, unaudited condensed

statements of operations, unaudited condensed statements of stockholders’ deficit and unaudited condensed statements of cash flows

could be materially affected.

We believe that the following accounting policies involve a higher degree of judgment and complexity.

Going Concern

In connection with our going concern considerations

in accordance with ASU 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern , we

have until March 16, 2022 to consummate a Business Combination.

Our mandatory liquidation date raises substantial doubt about the entity’s

in accordance with guidance in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205-40,

Presentation of Financial Statements – Going Concern , we have until September 30, 2022 to consummate an Initial Business

Our mandatory liquidation date, if an Initial Business Combination is not consummated, raises substantial doubt about our

ability to continue as a going concern.

These financial statements do not include any adjustments related to the recovery of the recorded

assets or the classification of the liabilities should we be unable to continue as a going concern.

In the event of a mandatory liquidation,

within ten business days, we will 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 franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

Our financial statements included in this report do not include any adjustments related to the

recovery of the recorded assets or the classification of the liabilities should we be unable to continue as a going concern.

of a mandatory liquidation, within ten business days, we will 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 taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

Public Shares.

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the new or revised standard at the time private companies adopt the new or revised standard.

Warrant and Forward Purchase Securities Liability

Warrant and FPS Liability

We account for our outstanding public warrants

and private placement warrants and the securities underlying the forward purchase agreement with the Sponsor (the “FPA” and

such securities, the “FPS”) in accordance with guidance in Financial Accounting Standards Board Accounting Standards Codification

(“ASC”) 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity , under which the warrants and FPS

do not meet the criteria for equity classification and must be recorded as liabilities.

As both the public and private placement warrants

and FPS meet the definition of a derivative under ASC 815, Derivatives and Hedging , they are measured at fair value at inception

and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement , with any subsequent changes in fair

value recognized in the statement of operations in the period of change.

Class A Common Stock Subject to Possible

such securities, the “FPS”) in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s

Own Equity , under which the warrants and the FPS do not meet the criteria for equity classification and must be recorded as liabilities.

As both the public and private placement warrants and the FPS meet the definition of a derivative under ASC 815, Derivatives and Hedging ,

they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement ,

with any subsequent changes in fair value recognized in the statement of operations in the period of change.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject

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Shares of Class A common

stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value.

Shares of conditionally

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certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.

as of September 30, 2021, 25,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity outside

of the stockholders’ equity section of our balance sheet.

We recognize any subsequent changes in redemption value immediately as

they occur and adjust the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount

value of redeemable Class A common stock.

The change in the carrying value of redeemable Class A common stock also resulted in charges

against Additional paid-in capital and Accumulated deficit.

as of March 31, 2022 and December 31, 2021, 22,120,073 and 25,000,000 shares of Class A common stock subject to possible redemption, respectively,

are presented as temporary equity outside of the stockholders’ equity section of our balance sheets.

We recognize any subsequent

changes in redemption value immediately as they occur and adjust the carrying value of redeemable shares of Class A common stock to the

redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, we recognized the accretion

from initial book value to redemption amount value of redeemable Class A common stock.

This method would view the end of the reporting

period as if it were also the redemption date for the security.

The change in the carrying value of redeemable shares of Class A common

stock also resulted in charges against Additional paid-in capital and Accumulated deficit.

Net Income (Loss) Per Share of Common Stock

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We apply the two-class

method in calculating earnings per share.

Accretion associated with the redeemable shares of Class A common stock is excluded from earnings

per share as the redemption value approximates fair value.

method in calculating earnings per share and allocate net income (loss) pro-rata to shares of Class A common stock subject to possible

redemption, nonredeemable shares of Class A common stock and shares of Class B common stock.

This presentation contemplates a Business

Combination as the most likely outcome, in which case all classes of common stock share pro-rata in the net income (loss) of the Company.

Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates

We have not considered the effect of the warrants

to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and the Private Placement

in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method.

a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented.

to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and the concurrent Private Placement

in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be

anti-dilutive under the treasury stock method.

As a result, diluted earnings per share of common stock is the same as basic earnings per

share of common stock for the periods presented.

See Note 2— “Summary of Significant

Accounting Policies” to our unaudited condensed financial statements in Part I, Item 1 of this report for additional information

regarding these critical accounting policies and other significant accounting policies.

Factors That May Adversely Affect Our Results of Operations

Our results of operations and our ability to complete

an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the

financial markets, many of which are beyond our control.

Our business could be impacted by, among other things, downturns in the financial

markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines

in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants,

and geopolitical instability, such as the military conflict in the Ukraine.

We cannot at this time fully predict the likelihood of one

or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability

to complete an Initial Business Combination.

Off-Balance Sheet Arrangements and Contractual Obligations

As of September 30, 2021, we did not have any off-balance sheet arrangements

As of March 31, 2022, we did not have any off-balance sheet arrangements

as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

Recent Accounting Pronouncements

See Note 2—“Summary of Significant

Accounting Policies” to our unaudited condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for

information regarding recent accounting pronouncements.

Quantitative and Qualitative Disclosures

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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