What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-15 compared with 2022-05-13 · 77 added, 49 removed, 235 unchanged (35% of the section changed)

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes

forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current

expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties

and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different

from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”

This Quarterly Report on Form 10-Q (this “Report”)

includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on

our current expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks,

uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially

different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”

“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”

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growth companies.

Our registration statement for our initial public

Our registration statements for our initial public

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

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held in the Trust Account.

As a result of the approval of the Extension and the Extension Loan, the amount in the trust account was increased

to approximately $10.20 per Public Share.

We have until September 30, 2022 or a later date

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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 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

On August 12, 2022, we filed a preliminary proxy statement in connection with a special meeting of our stockholders

(the “Extension Meeting”), at which we will seek the approval of our stockholders to extend the expiration of the period in

which we must complete a business combination from September 30, 2022 to March 16, 2023.

Our public stockholders will have the ability

to redeem their Public Shares in connection with the Extension Meeting, which could result in a smaller number of Public Shares outstanding

following the Extension Meeting.

Liquidity and Capital Resources

As of both June 30, 2022 and December 31, 2021,

we had approximately $1,475,000 and $25,000 of cash in our operating account.

As of June 30, 2022 and December 31, 2021, we had a working

capital deficit of approximately $6,801,000 and $2,634,000, respectively.

As of June 30, 2022 and December 31, 2021, we had $$291,000

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 June 30, 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

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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.

may, but are not obligated to, provide us additional loans (“Working Capital Loans”).

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

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deposited in the Trust Account.

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

On June 30, 2022, the Company entered into a Working Capital Loan with the Sponsor in the amount of up

to $1,000,000.

See “Related Party Loans .

As of June 30, 2022 and December 31, 2021, there

was approximately $6,902,000 and $734,000, respectively, outstanding under the loans payable by us to the Sponsor.

As of March 31, 2022

As of June 30, 2022

and December 31, 2021, these amounts included approximately $1,750,000 and $734,000, respectively, outstanding under the Sponsor Loan,

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

$4,424,105 and $0, respectively, outstanding under the Extension Loan, and approximately $728,000 and $0, respectively, outstanding under

the Working Capital Loans.

Based on the foregoing, management believes that

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Results of Operations

Our entire activity from inception through March

Our entire activity from inception through June

30, 2022 related to our formation, the Initial Public Offering, and, to our efforts towards locating and completing a suitable Initial

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

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

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

net income of approximately $965,000 which consisted of approximately $429,000 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

approximately $657,000 of gain from the change in fair value of FPS liability, and approximately $432,000 of interest income on investments

held in the Trust Account, partially offset by approximately $433,000 of general and administrative expenses, $50,000 of franchise tax

expense, approximately $40,000 of income tax expense, and $30,000 of administrative expenses paid to the Sponsor.

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

net income of approximately $4,378,000 which consisted of approximately $3,622,000 of gain from the change in fair value of warrant liability,

approximately $705,000 of gain from the change in fair value of FPS liability, approximately $579,000 of other income and approximately

$438,000 of interest income on investments held in the Trust Account, partially offset by approximately $804,000 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

expenses, $62,000 of franchise tax expense, approximately $40,000 of income tax expense, and $60,000 of administrative expenses paid to

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

net income of approximately $438,000, which consisted of approximately $1,092,000 of gain from the change in the fair value of warrants

liability and approximately $5,000 in interest income on investments held in the Trust Account, which were partially offset by approximately

$324,000 in general and administrative expenses, approximately $245,000 of loss from the change in fair value of the forward purchase

securities liability, approximately $60,000 of franchise tax expense, and $30,000 in administrative expenses paid to the Sponsor.

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

a net loss of approximately $1,386,000, which consisted of approximately $2,103,000 of loss from the change in fair value of the forward

purchase securities liability, approximately $402,000 in general and administrative expenses, approximately $81,000 of franchise tax expense,

and approximately $35,000 in administrative expenses paid to the Sponsor, which were partially offset by approximately $1,230,000 of gain

from the change in fair value of warrants liability and approximately $5,000 in interest income on investments held in the Trust Account.

Contractual Obligations

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upon consummation of an Initial Business Combination.

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

On June 30, 2022, we entered into a Working Capital

Loan (the “2022 Working Capital Loan”) with the Sponsor in the amount of up to $1,000,000 in connection with advances the

Sponsor will make to us for working capital expenses.

The 2022 Working Capital Loan bears no interest and is due and payable on the date

on which we consummate our Initial Business Combination.

The principal balance may be prepaid at any time.

As of June 30, 2022 and December 31, 2021, there

was approximately $6,902,000 and $734,000, respectively, outstanding under the loans payable by us to the Sponsor.

As of March 31, 2022

As of June 30, 2022

and December 31, 2021, these amounts included approximately $1,750,000 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.

$4,424,105 and $0, respectively, outstanding under the Extension Loan, and approximately $728,000 and $0, respectively, 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.

As of June 30, 2022 and December 31, 2021, we had accounts payable outstanding

to the Sponsor for such expenses paid on our behalf of approximately $1,450,000 and $571,000, respectively.

Critical Accounting Policies and Estimates

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ability to continue as a going concern.

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.

Our unaudited condensed 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.

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 taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number

of then outstanding Public Shares.

Emerging Growth Company

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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 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.

as of June 30, 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’ deficit section of our balance sheets.

We recognize any subsequent

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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

Accretion associated with the redeemable

shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

We have not considered the effect of the warrants

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Off-Balance Sheet Arrangements and Contractual Obligations

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

As of June 30, 2022, we did not have any off-balance sheet arrangements

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

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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