Special Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under "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 Form 10-K, 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.





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Overview

We are a blank check company formed under the laws of the State of Delaware on February 23, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more target businesses. We intend to effectuate our Business Combination using cash from the proceeds of the IPO and the sale of the Private Units, our capital stock, debt or a combination of cash, stock and debt. The issuance of additional shares of common stock or preferred stock:





  ? may significantly reduce the equity interest of our stockholders;

  ? may subordinate the rights of holders of shares of common stock if we issue
    shares of preferred stock with rights senior to those afforded to our shares
    of common stock;

  ? will likely cause a change in control if a substantial number of our shares of
    common stock are issued, which may affect, among other things, our ability to
    use our net operating loss carry forwards, if any, and most likely will also
    result in the resignation or removal of our present officers and directors;
    and

  ? may adversely affect prevailing market prices for our securities.

Similarly, if we issue debt securities, it could result in:





  ? default and foreclosure on our assets if our operating revenues after a
    Business Combination are insufficient to pay our debt obligations;

  ? acceleration of our obligations to repay the indebtedness even if we have made
    all principal and interest payments when due if the debt security contains
    covenants that required the maintenance of certain financial ratios or
    reserves and we breach any such covenant without a waiver or renegotiation of
    that covenant;

  ? our immediate payment of all principal and accrued interest, if any, if the
    debt security is payable on demand;

  ? our inability to obtain additional financing, if necessary, if the debt
    security contains covenants restricting our ability to obtain additional
    financing while such security is outstanding;

  ? our inability to pay dividends on our common stock;

  ? using a substantial portion of our cash flow to pay principal and interest on
    our debt, which will reduce the funds available for dividends on our common
    stock if declared, expenses, capital expenditures, acquisitions and other
    general corporate purposes;

  ? limitations on our flexibility in planning for and reacting to changes in our
    business and in the industry in which we operate;

  ? increased vulnerability to adverse changes in general economic, industry and
    competitive conditions and adverse changes in government regulation; and

  ? limitations on our ability to borrow additional amounts for expenses, capital
    expenditures, acquisitions, debt service requirements, execution of our
    strategy and other purposes and other disadvantages compared to our
    competitors who have less debt.

All activity through December 31, 2021 relates to our formation, IPO, and search for a prospective Initial Business Combination target.

We have neither engaged in any operations nor generated any revenues to date. We are incurring, and 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.

We are an emerging growth company as defined in the JOBS Act. As an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.





Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from February 23, 2021 (inception) through December 31, 2021 were organizational activities, those necessary to prepare for the IPO, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account with Continental Stock Transfer & Trust Company after the IPO. We incur 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 completing a Business Combination.





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For the period from February 23, 2021 (inception) through December 31, 2021, we had net loss of $16,778, which consisted of formation costs.

Liquidity and Capital Resources

As indicated in the accompanying financial statements, at December 31, 2021, the Company had $9,650 of cash in its operating bank account and a working capital deficit of $164,497. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. We cannot assure you that our plans to raise capital or to consummate an initial Business Combination will be successful.

On February 17, 2022, the Company consummated its Initial Public Offering of 7,500,000 units (the "Units" and, with respect to the shares of Class A common stock included in the Units being offered, the "Public Shares"), at $10.00 per Unit, generating gross proceeds of $75,000,000, and incurring offering costs of $4,374,315, of which $1,078,125 was for underwriting commissions, $2,803,125 was for deferred underwriting commissions and $493,065 was for other offering costs. The Company granted the underwriter a 45-day option to purchase up to an additional 1,125,000 Units at the Initial Public Offering price to cover over-allotments, if any. On February 17, 2022, the underwriters exercised in full the over-allotment option. Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 377,331 units (the "Placement Units") to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $3,773,310 (the "Private Placement"). A total of $87,543,750 of the net proceeds from the Offering and the Private Placement was deposited in a trust account established for the benefit of the Company's public stockholders. The proceeds held in the trust account were invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. A total of $1,089,885 was deposited into the operating account of the Company.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions), to complete our Initial Business Combination. We may withdraw interest to pay taxes. We estimate our annual franchise tax obligations, based on the number of shares of our common stock authorized and outstanding after the completion of our IPO, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from our IPO held outside of the trust account or from interest earned on the funds held in our trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Initial 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.

We expect our primary liquidity requirements for operating our business prior to our Initial Business Combination to include approximately $300,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful Business Combinations; $100,000 for legal and accounting fees related to regulatory reporting requirements; $180,000 for office space, utilities and secretarial and administrative support; $350,000 for Director and Officer liability insurance premiums, and approximately $20,000 for working capital that will be used for miscellaneous expenses and reserves.

These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Initial Business Combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a "no-shop" provision would be determined based on the terms of the specific Business Combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended Initial 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 on a non-interest bearing basis as may be required. If we complete our Initial Business Combination, we would repay such loaned amounts. In the event that our Initial 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 units, at a price of $10.00 per unit at the option of the lender, upon consummation of our Initial Business Combination. The units would be identical to the Placement Units. Other than as described above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.





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Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of the Initial Public Offering and the sale of the Placement Units, and may as a result be required to seek additional financing to complete such proposed Initial Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Initial Business Combination. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our Initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.





Related Party Transactions

The Sponsor loaned the Company an aggregate of $174,147 of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the earlier of the consummation of the Initial Public Offering or March 31, 2022. Following the Initial Public Offering of the Company on February 17, 2022, a total of $183,753 under the Promissory Note was repaid by the Company to our Sponsor on February 25, 2022.

On March 15, 2021, the Sponsor purchased 2,875,000 shares of Class B common stock with a par value of $0.0001 per share for an aggregate price of $25,000, or $0.0087 per share (the "Founder Shares"). On November 19, 2021, the Company canceled 718,750 Founder Shares due to a downsize of that offering. All shares and associated amounts have been retroactively restated to reflect the surrender of these Founder Shares (see Note 8). As a result, the total number of Founder Shares issued and outstanding is 2,156,250 and the price per share of Class B common stock is $0.012.

On March 15, 2021, our Sponsor transferred 20,000 Founder Shares each to our Chief Executive Officer and Chief Operating Officer, as well as 2,500 Founder Shares to each of our Chief Scientific Officer and scientific advisor. On October 27, 2021, our Sponsor transferred 10,000 Founder Shares to our Chief Executive Officer, 17,500 Founder Shares to our Chief Scientific Officer, 30,000 Founder Shares to each of our two independent directors, 25,000 Funder Shares to each of our two independent directors, 15,000 Founder Shares to our strategic and scientific advisor and 5,500 Founder Shares to our scientific advisor. In addition, our Sponsor has separately agreed to transfer to our Chief Operating Officer an aggregate of 30,000 Founder shares at the time of our Initial Business Combination. As of December 31, 2021, the Sponsor and management owned an aggregate of 2,156,250 shares of Class B common stock. As the underwriters' over-allotment option has been exercised in full immediately following the closing of the Company's Initial Public Offering on February 17, 2022, 281,250 of such Founder Shares held by the Sponsor will not be subject to forfeiture.

The Sponsor has agreed, commencing from the date that the Company's securities are first listed on NASDAQ through the earlier of the Company's consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $10,000 per month for these services.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of such notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, there was no amount outstanding under any Working Capital Loan.

Our Sponsor has agreed to purchase an aggregate of 377,331 Placement Units at a price of $10.00 per unit for an aggregate purchase price of $3,773,310. Each Placement Unit consists of one share of Class A common stock and one Placement Warrant. Each such warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. There will be no redemption rights or liquidating distributions from the trust account with respect to the Founder Shares, the Placement Shares, or the Placement Warrants, which will expire worthless if we do not consummate a Business Combination within 12 months from the closing of the Initial Public Offering. The Placement Units are identical to the Units sold in the Initial Public Offering except that the Placement Units and their component securities (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Initial Business Combination except to permitted transferees and (b) so long as they are held by our Sponsor or its permitted transferees, will be entitled to registration rights.





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Our initial stockholders have agreed to waive their redemption rights with respect to any Founder Shares or Placement Shares (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our Initial Business Combination or certain amendments to our amended and restated certificate of incorporation prior thereto, to redeem 100% of our Public Shares if we do not complete our Initial Business Combination within 12 months from the completion of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering) or with respect to any other provision relating to stockholders' rights or pre-Initial Business Combination activity and (iii) if we fail to consummate a Business Combination within 12 months from the completion of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering) or if we liquidate prior to the expiration of the 12-month period (or up to 18 months from the closing of the IPO). However, our initial stockholders will be entitled to redemption rights with respect to any Public Shares held by them if we fail to consummate a Business Combination or liquidate within the 12-month period (or up to 18 months from the closing of the IPO).

Pursuant to a registration rights agreement we have entered into with our initial stockholders, we may be required to register certain securities for sale under the Securities Act. These holders, and holders of units issued upon conversion of Working Capital Loans, if any, are entitled under the registration rights agreement to make up to three (3) demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. We will bear the costs and expenses of filing any such registration statements. See the section of this report entitled "Certain Relationships and Related Party Transactions."

Off-balance Sheet Financing Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2021.





Critical Accounting Policies

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. As of December 31, 2021, there were no critical accounting policies.

Recent accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.

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