What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-13 compared with 2023-08-14 · 123 added, 121 removed, 289 unchanged (46% of the section changed)

95 unchanged sentences

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 the amount held in the Trust Account.

amount of $344,781 (the “Third Extension Loan”).

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.

On March 16, 2023, we instructed Continental to

liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing

demand deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the earlier of the consummation of the

Initial Business Combination or our liquidation.

As a result, following the liquidation of investments in the Trust Account,

the remaining proceeds from the Initial Public Offering and the Private Placement are no longer invested in U.S.

government debt securities

or money market funds that invest in U.S.

government debt securities.

On September 14, 2023, at a special meeting of

our stockholders, our stockholders approved an additional extension of the expiration of the period in which we have to consummate the

Initial Business Combination from September 16, 2023 to March 16, 2024 or an earlier date determined by our board of directors (the “Fourth

In connection with the stockholder vote to approve the Fourth Extension, 730,270 Public Shares were redeemed at approximately

$11.06 a share, resulting in a reduction of $8,075,492 in the amount held in the Trust Account.

Each of the First Extension Loan, the Second Extension

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of our Class A common stock in accordance with, and subject to the exceptions set forth in, the Merger Agreement (as defined below).

We have until September 16, 2023 or a later date

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

Combination (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 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.

We have until March 16, 2024 or a later date approved

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

(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 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.

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

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Restated Certificate of Incorporation to, among other matters, change our name to XBP Europe Holdings, Inc.

On August 24, 2023, the Company held a special

meeting of stockholders (the “Special Meeting”) in connection with the XBP Europe Business Combination, at which the stockholders

approved the XBP Europe Business Combination.

The closing of the XBP Europe Business Combination is subject to customary closing conditions,

including the receipt of certain regulatory approvals.

In connection with stockholder approval of the XBP Europe Business Combination,

holders of 669,661 Public Shares have validly tendered their shares for redemption upon consummation

of the XBP Europe Business Combination for a pro rata portion of the funds in the Trust Account (excluding Public Shares validly tendered

for redemption in connection with the XBP Europe Business Combination but which were redeemed prior to the consummation of the XBP Europe

Business Combination in connection with the Fourth Extension).

For more information related to the Merger Agreement

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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 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”).

25, 2023, and the definitive proxy statement filed by the Company with the SEC on August 4, 2023 (the “XBP Europe Proxy Statement”).

Liquidity and Capital Resources

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 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 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

As of September 30, 2023 and December 31, 2022,

we had $65,000 and approximately $41,200, respectively, of cash in our operating account.

As of September 30, 2023 and December 31, 2022,

we had a working capital deficit of approximately $11,566,000 and $9,209,000, respectively.

As of September 30, 2023 and December 31,

2022, approximately $228,000 and $276,000, respectively, of interest income earned on funds held in the Trust Account was available to

Our liquidity needs through September 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

$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

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

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

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

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

Sponsor will make to us for working capital expenses, which First Working Capital Loan has been fully drawn by us.

Sponsor has made to us for working capital expenses, which First Working Capital Loan has been fully drawn by us.

On October 14, 2022, we entered into a second

Working Capital Loan with the Sponsor in the amount of up to $750,000 (the “Second Working Capital Loan”) in connection with

advances the Sponsor will make to us for working capital expenses, which Second Working Capital Loan has been fully drawn by us.

advances the Sponsor has made to us for working capital expenses, which Second Working Capital Loan has been fully drawn by us.

On March 31, 2023, we entered into a third Working

Capital Loan with the Sponsor in the amount of up to $500,000 (the “Third Working Capital Loan”) in connection with advances

the Sponsor will make to us for working capital expenses.

the Sponsor has made to us for working capital expenses, which Third Working Capital Loan has been fully drawn by us.

On August 31, 2023, we entered into a fourth Working

Capital Loan with the Sponsor in the amount of up to $300,000 (the “Fourth Working Capital Loan”) in connection with advances

the Sponsor has made and will make to us for working capital expenses.

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

5 unchanged sentences

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

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 June 30,

Loan with the Sponsor, pursuant to which the Sponsor loaned us $344,781 in the aggregate.

As of September 30, 2023 and December 31, 2022,

the carrying amounts of the loans payable by us to the Sponsor were approximately $9,906,000 and $8,200,000, respectively.

As of September

30, 2023 and December 31, 2022, the face amounts of these loans were approximately $9,906,000 and $8,500,000, respectively.

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

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 June

Our entire activity from inception through September

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

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

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

For the three months ended September 30, 2023,

we had a net loss of approximately $19,045,000 which consisted of approximately $16,859,000 of loss from the change in fair value of FPS

liability, approximately $1,280,000 of loss from the change in fair value of the warrant liability, approximately $772,000 of general

and administrative expenses, approximately $210,000 of interest expense on mandatorily redeemable Class A common stock, approximately

$41,000 of income tax expense, $30,000 of administrative expenses paid to the Sponsor, and approximately $22,000 of franchise tax expense,

partially offset by approximately $169,000 of interest income from cash held in the Trust Account.

For the nine months ended September 30, 2023,

we had a net loss of approximately $21,025,000 which consisted of approximately $17,546,000 of loss from the change in fair value of FPS

liability, approximately $1,709,000 of general and administrative expenses, approximately $1,417,000 of loss from the change in fair value

of warrant liability, approximately $789,000 of interest expense on sponsor loans and mandatorily redeemable Class A common stock, approximately

$160,000 of franchise tax expense, $90,000 of administrative expenses paid to the Sponsor, and approximately $67,000 of income tax expense,

partially offset by approximately $753,000 of interest income from cash and investments held in the Trust Account.

For the three months ended September 30, 2022,

we had a net loss of approximately $811,000 which consisted of approximately $1,109,000 of general and administrative expenses, approximately

$690,000 of interest expense due to the redemption of Class A common stock, approximately $456,000 of loss from the change in fair value

of FPS liability, approximately $98,000 of income tax expense, $50,000 of franchise tax expense, and $30,000 of administrative expenses

paid to the Sponsor, partially offset by approximately $1,103,000 of gain from the change in fair value of warrant liability and approximately

$519,000 of interest income on investments held in the Trust Account.

For the nine months ended September 30, 2022,

we had net income of approximately $3,566,000 which consisted of approximately $4,726,000 of gain from the change in fair value of warrant

liability, approximately $957,000 of interest income on investments held in the Trust Account, approximately $579,000 of other income

and approximately $249,000 of gain from the change in fair value of FPS liability, partially offset by approximately $1,913,000 of general

and administrative expenses, approximately $690,000 of interest expense due to the redemption of Class A common stock, approximately $139,000

of income tax expense, approximately $113,000 of franchise tax expense and $90,000 of administrative expenses paid to the Sponsor.

Contractual Obligations

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

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.

Loan with the Sponsor, pursuant to which the Sponsor loaned us $344,781 in the aggregate.

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

Capital Loan.

Capital Loan, which has been fully drawn by us.

On August 31, 2023, we entered into the Fourth

Working Capital Loan.

Each of the First Extension Loan, the First Working

Capital Loan, the Second Extension Loan, the Second Working Capital Loan, the Third Extension Loan and the Third Working Capital Loan

bears no interest and is due and payable on the date on which we consummate the Initial Business Combination.

The principal balance of

each loan may be prepaid at any time with funds outside of the Trust Account.

Capital Loan, the Second Extension Loan, the Second Working Capital Loan, the Third Extension Loan, the Third Working Capital Loan and

the Fourth Working Capital Loan bears no interest and is due and payable on the date on which we consummate the Initial Business Combination.

The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

Pursuant to the terms and conditions of the XBP

Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under

each of the First Working Capital Loan, the Second Working Capital Loan, the Third Working Capital Loan, the First Extension Loan, the

Second Extension Loan and the Third Extension Loan will be converted into shares of Class A common stock in accordance with, and subject

to the exceptions set forth in, the Merger Agreement.

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 June 30,

each of the Sponsor Loan, the First Working Capital Loan, the Second Working Capital Loan, the Third Working Capital Loan, the Fourth

Working Capital Loan, the First Extension Loan, the Second Extension Loan and the Third Extension Loan will be converted into shares of

Class A common stock in accordance with, and subject to the exceptions set forth in, the Merger Agreement.

As of September 30, 2023 and December 31, 2022,

the carrying amounts of the loans payable by us to the Sponsor were approximately $9,906,000 and $8,200,000, respectively.

As of September

30, 2023 and December 31, 2022, the face amounts of these loans were approximately $9,906,000 and $8,500,000, respectively.

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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 16, 2023 to consummate the Initial Business

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

ability to continue as a going concern.

Our unaudited condensed consolidated 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, other than excise tax (less up to $100,000 of interest to pay

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

Presentation of Financial Statements – Going Concern , we have until March 16, 2024 to consummate the Initial Business Combination.

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

continue as a going concern.

Our unaudited condensed consolidated 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, 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

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

Accordingly, as of September 30, 2023 and December 31, 2022, 706,319 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

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and Accumulated deficit.

In connection with stockholders approval of the

XBP Europe Business Combinations, holders of 669,661 Public Shares exercised their right to have

such shares redeemed upon consummation of the XBP Europe Business Combination for a pro rata portion of the funds in the Trust Account

(excluding Public Shares validly tendered for redemption in connection with the XBP Europe Business Combination but which were redeemed

prior to the consummation of the XBP Europe Business Combination in connection with the Fourth Extension).

Net Income (Loss) Per Share of Common Stock

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the XBP Europe Business Combination.

Recent Developments

On March 16, 2023, we instructed Continental to

liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing

demand deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the earlier of the consummation of the

Initial Business Combination or our liquidation.

As a result, following the liquidation of investments in the Trust Account,

the remaining proceeds from the Initial Public Offering and the Private Placement are no longer invested in U.S.

government debt securities

or money market funds that invest in U.S.

government debt securities.

Off-Balance Sheet Arrangements and Contractual Obligations

As of June 30, 2023, we did not have any off-balance sheet arrangements

As of September 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.

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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