What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-08-14 compared with 2023-05-15 · 85 added, 74 removed, 325 unchanged (33% of the section changed)

78 unchanged sentences

On September 27, 2022, at a special meeting of

our stockholders, our stockholders approved the extension of our term to complete the Initial Business Combination from September 30,

our stockholders, our stockholders approved an additional extension of our term to complete the Initial Business Combination from September

30, 2022 to March 16, 2023 (the “Second Extension”).

11 unchanged sentences

On March 14, 2023, at a special meeting of our

stockholders, our stockholders approved the extension of our term to complete the Initial Business Combination from March 16, 2023 to

September 16,2023 (the “Third Extension”).

In connection with the Third Extension, the Sponsor loaned us an aggregate amount

of up to $344,781 (the “Third Extension Loan”), with (i) $57,464 ($0.04 for each Public Share that was not redeemed in connection

with the Third Extension) (the “Monthly Amount”) deposited into the Trust Account in connection with the first funding of

the Third Extension Loan on March 16, 2023, and (ii) the Monthly Amount being deposited into the Trust Account for each calendar month

thereafter (commencing on April 17, 2023 and ending on the 16 th day of each subsequent month through September 16, 2023),

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

2023 to September 16,2023 (the “Third Extension”).

In connection with the Third Extension, the Sponsor loaned us an aggregate

amount of up to $344,781 (the “Third Extension Loan”), with (i) $57,464 ($0.04 for each Public Share that was not redeemed

in connection with the Third Extension) (the “Monthly Amount”) deposited into the Trust Account in connection with the first

funding of the Third Extension Loan on March 16, 2023, and (ii) the Monthly Amount being deposited into the Trust Account for each calendar

month thereafter (commencing on April 17, 2023 and ending on the 16 th day of each subsequent month through September 16,

2023), or portion thereof, that is needed by the Company to complete the Initial Business Combination.

In connection with the stockholder vote

to approve the Third Extension, 1,523,509 Public Shares were redeemed at approximately $10.69 a share, resulting in a reduction of $16,290,945

In connection with the stockholder

vote to approve the Third Extension, 1,523,509 Public Shares were redeemed at approximately $10.69 a share, resulting in a reduction of

$16,290,945 in the amount held in the Trust Account.

12 unchanged sentences

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 the Initial Business Combination

within the Combination Period.

in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes,

other than excise tax (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 the Initial Business Combination within the Combination Period.

XBP Europe Business Combination

17 unchanged sentences

Form 10-K filed with the SEC on March 29, 2023, and our Form 10-K/A for the year ended December 31, 2022, as filed with the SEC on April

25, 2023, and the proxy statement that we initially filed with the SEC on February 13, 2023 (as amended from time to time, the “XBP

Europe Proxy Statement”).

25, 2023, and the definitive proxy statement filed by the Company with the SEC on August 4, 2023 (as amended from time to time, the

“XBP Europe Proxy Statement”).

Liquidity and Capital Resources

As of March 31, 2023 and December 31, 2022, we

As of June 30, 2023 and December 31, 2022, we

had $25,000 and approximately $41,200, respectively, of cash in our operating account.

As of March 31, 2023 and December 31, 2022, we

had a working capital deficit of approximately $10,118,000 and $9,209,000, respectively.

As of March 31, 2023 and December 31, 2022, approximately

As of June 30, 2023 and December 31, 2022, we had

a working capital deficit of approximately $10,667,000 and $9,209,000, respectively.

As of June 30, 2023 and December 31, 2022, approximately

$350,000 and $276,000, respectively, of interest income earned on funds held in the Trust Account was available to pay taxes.

Our liquidity needs through March 31, 2023 have

Our liquidity needs through June 30, 2023 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

$9,121,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the consummation of the

Private Placement with the Sponsor not held in the Trust Account, the Sponsor Loan (as defined below) the First Working Capital Loan (as

defined below), the Second Working Capital Loan (as defined below), and the Third Working Capital Loan (as defined below).

We fully repaid

the Pre-IPO Note upon completion of the Initial Public Offering.

In addition, in order to finance transaction costs in connection with

the Initial Business Combination, the Sponsor loaned us $1,750,000 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

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

Placement with the Sponsor not held in the Trust Account, the Sponsor Loan (as defined below) the First Working Capital Loan (as defined

below), the Second Working Capital Loan (as defined below), and the Third Working Capital Loan (as defined below).

We fully repaid the

Pre-IPO Note upon completion of the Initial Public Offering.

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

Initial Business Combination, the Sponsor loaned us $1,750,000 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

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

16 unchanged sentences

On March 15, 2023, we entered into the Third Extension

Loan, pursuant to which we are entitled to borrow up to $344,781 from the Sponsor ($0.04 per share per month, or up to $0.24 per share

in the aggregate if all six months of the Third Extension are utilized, for each Public Share that was not redeemed in connection with

the Third Extension).

The funding of the initial Monthly Amount was deposited into the Trust Account on March 16, 2023, and additional

fundings of the Monthly Amount will be deposited into the Trust Account for each calendar month thereafter (commencing on April 17, 2023

and ending on the 16 th day of each subsequent month through September 16, 2023), or portion thereof, that we need to complete

the Initial Business Combination.

As of March 31, 2023 and December 31, 2022, the

Loan with the Sponsor in the amount of up to $344,781.

The funding of the initial Monthly Amount was deposited into the Trust Account

during March 2023.

During both the three and six months ended June 30, 2023, three additional fundings of the Monthly Amount were deposited

into the Trust Account.

Further fundings of the Monthly Amount will be deposited into the Trust Account for each calendar month thereafter

(commencing on July 17, 2023 and ending on the 16 th day of each subsequent month through September 16, 2023), or portion

thereof, that is needed by us to complete the Initial Business Combination.

As of June 30, 2023 and December 31, 2022, the

carrying amounts of the loans payable by us to the Sponsor were approximately $9,491,000 and $8,200,000, respectively.

As of March 31,

As of June 30,

2023 and December 31, 2022, the face amounts of these loans were approximately $9,491,000 and $8,500,000, respectively.

2 unchanged sentences

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

the Initial Business Combination, including the XBP Europe Business Combination.

Over this time period, we will use these funds for paying

existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses,

paying for travel expenditures and structuring, negotiating and consummating the Initial Business Combination, including the XBP Europe

Business Combination.

Results of Operations

Our entire activity from inception through March

Our entire activity from inception through June

30, 2023 related to our formation, the Initial Public Offering, and, to our efforts towards locating and completing a suitable Initial

3 unchanged sentences

revenues until after completion of the Initial Business Combination.

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

on cash and investments held in the Trust Account.

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

cash and 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, 2023, we

had a net loss of approximately $1,594,000 which consisted of approximately $578,000 of interest expense on sponsor loans and mandatorily

redeemable Class A common stock, approximately $500,000 of general and administrative expenses, approximately $491,000 of loss from the

change in fair value of warrant liability, approximately $260,000 of loss from the change in fair value of FPS liability, $80,000 of franchise

tax expense, and $30,000 of administrative expenses paid to the Sponsor, partially offset by approximately $345,000 of interest income

from cash and investments held in the Trust Account.

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 from 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 June 30, 2023, we had

a net loss of approximately $386,000 which consisted of approximately $438,000 of general and administrative expenses, approximately $427,000

of loss from the change in fair value of FPS liability, approximately $58,000 of franchise tax expense, $30,000 of administrative expenses

paid to the Sponsor, and approximately $26,000 of income tax expense, partially offset by approximately $353,000 of gain from the change

in fair value of the warrant liability and approximately $240,000 of interest income from cash held in the Trust Account.

For the six months ended June 30, 2023, we had

a net loss of approximately $1,980,000 which consisted of approximately $938,000 of general and administrative expenses, approximately

$687,000 of loss from the change in fair value of FPS liability, approximately $578,000 of interest expense on sponsor loans and mandatorily

redeemable Class A common stock, approximately $138,000 of loss from the change in fair value of warrant liability, approximately $137,000

of franchise tax expense, $60,000 of administrative expenses paid to the Sponsor, and approximately $26,000 of income tax expense, partially

offset by approximately $584,000 of interest income from cash and investments held in the Trust Account.

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

Contractual Obligations

35 unchanged sentences

On March 15, 2023, we entered into the Third Extension

Loan, pursuant to which we are entitled to borrow up to $344,781 from the Sponsor ($0.04 per share per month, or up to $0.24 per share

in the aggregate if all six months of the Third Extension are utilized, for each Public Share that was not redeemed in connection with

the Third Extension).

The funding of the initial Monthly Amount was deposited into the Trust Account on March 16, 2023, and additional

fundings of the Monthly Amount will be deposited into the Trust Account for each calendar month thereafter (commencing on April 17, 2023

and ending on the 16 th day of each subsequent month through September 16, 2023), or portion thereof, that we need to complete

the Initial Business Combination.

Loan with the Sponsor in the amount of up to $344,781.

The funding of the initial Monthly Amount was deposited into the Trust Account

during March 2023.

During both the three and six months ended June 30, 2023, three additional fundings of the Monthly Amount were deposited

into the Trust Account.

Further fundings of the Monthly Amount will be deposited into the Trust Account for each calendar month thereafter

(commencing on July 17, 2023 and ending on the 16 th day of each subsequent month through September 16, 2023), or portion

thereof, that is needed by us to complete the Initial Business Combination.

On March 31, 2023, we entered into the Third Working

10 unchanged sentences

to the exceptions set forth in, the Merger Agreement.

As of March 31, 2023 and December 31, 2022, the

As of June 30, 2023 and December 31, 2022, the

carrying amounts of the loans payable by us to the Sponsor were approximately $9,491,000 and $8,200,000, respectively.

As of March 31,

As of June 30,

2023 and December 31, 2022, the face amounts of these loans were approximately $9,491,000 and $8,500,000, respectively.

25 unchanged sentences

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.

in the Trust Account and not previously released to us to pay taxes, other than excise tax (less up to $100,000 of interest to pay

dissolution expenses), divided by the number of then outstanding Public Shares.

Emerging Growth Company

29 unchanged sentences

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

Accordingly, as of March 31, 2023 and December 31, 2022, 1,436,589 and 2,960,098 shares of Class A common stock subject to possible

Accordingly, as of June 30, 2023 and December 31, 2022, 1,436,589 and 2,960,098 shares of Class A common stock subject to possible

redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of our unaudited condensed

49 unchanged sentences

Off-Balance Sheet Arrangements and Contractual Obligations

As of March 31, 2023, we did not have any off-balance sheet arrangements

As of June 30, 2023, 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.

4 unchanged sentences

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