All statements other than statements of historical fact included in this Report including, without limitation, statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to us or the Company's management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated as a Delaware Corporation on March 12, 2021 (inception) formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the "Business Combination"). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (as defined below), our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through December 31, 2022 were organizational activities and those necessary to prepare for the Initial Public Offering and an Initial Business Combination, described below. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will 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 in connection with searching for, and completing, a Business Combination.


                                       45

--------------------------------------------------------------------------------

For the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021, we had a net loss from operations of $2,036,415 and $434,274, respectively, which consisted of operating and business combination costs.

Liquidity and Capital Resources

For the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021, net cash used in operating activities was $1,241,114 and $910,267, respectively. Net income of $9,584,028 was impacted by $8,996,400 of change in the fair value of the warrant liabilities related to the outstanding public and private warrants, $1,986,491 of income on investments held in the Trust Account, and $1,239,168 of unrealized gains on investments held in the Trust Account for the year ended December 31, 2022. For the period from March 12, 2021 (inception) through December 31, 2021, net loss of $1,523,440 was impacted by $1,061,386 of offering costs allocated to operating expenses in connection with the Public and Private placement warrants that were classified as liabilities.

At December 31, 2022, we had cash and investments held in the Trust Account of $237,537,270. As of December 31, 2021, we had cash held in the Trust Account of $232,302,620. We may withdraw interest from the Trust Account to pay taxes, which amounted to $291,009 during the year ended December 31, 2022. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. On November 16, 2022, our Sponsor deposited $2,300,000 in to the Trust Account, as a capital contribution, to extend the deadline for an initial business combination to February 16, 2023. On February 8, 2023, following a Special Meeting of Stockholder, 9,155,918 shares were redeemed requiring a payment of $94,489,074 from the funds held in Trust. On February 16, 2023, our Sponsor deposited $692,204 into the Trust Account, as a capital contribution, to extend the deadline to complete an Initial Business Combination to March 15, 2023. On March 13, 2023, our Sponsor deposited $692,204 into the Trust Account, as a capital contribution, to extend the deadline to complete an Initial Business Combination to April 15, 2023. As of March 16, 2023, there was $146,286,095 available in the trust account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination.

At December 31, 2022 and 2021, we had cash of $54,173 and $1,004,278, respectively, held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

In February 2023, we signed a promissory note with a related party where we are entitled to borrow up to $600,000 convertible into warrants, identical to the warrants issued during the Initial Public Offering to the Payee as private placement warrants, at the option of the lender.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2022 and 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.


                                       46

--------------------------------------------------------------------------------

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial, and administrative services provided to the Company. We will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company's liquidation. During 2022, our Sponsor waived 2 months, or $20,000, of fees for office space, secretarial, and administrative services.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or approximately $8.1 million. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America 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 financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480, Distinguished Liabilities from Equity. Common stock subject to redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity.

At all other times, shares of common stock are classified as stockholders' equity. The Company's shares of common stock feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders' equity section of the Company's balance sheet.

Public and Private Warrants

We account for Public and Private Placement Warrants in accordance with Accounting Standards Codification ("ASC") Topic 480, Distinguished Liabilities from Equity. The warrants have a provision to be net-share settled ("cashless exercise") and therefore do not meet the requirements to be treated as equity, as the number of shares to be issued when the warrants are exercised is variable and the monetary value of the obligation varies inversely with changes in the fair value of the shares. This liability is subject to re-measurement at each balance sheet date. The warrants will be adjusted to fair value with the changes in fair value recognized in the statement of operations. Due to the fair value treatment, this is deemed a critical accounting estimate in our Financial Statements as the redemption value approximates fair value.

Net Income (Loss) per Common Stock

We comply with accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding Class A common stock subject to forfeiture.

Recent Accounting Standards

The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.

© Edgar Online, source Glimpses