UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-40965

LAVA MEDTECH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		86-2973712
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

303 Wyman Street, Suite 300

Waltham, MA 02451

(Address of Principal Executive Offices, including zip code)

(781) 530-3868

(Registrant’s telephone number, including area code)

N/A

Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant	LVACU	The Nasdaq Stock Market LLC
Shares of Class A common stock, par value $0.0001 per share, included as part of the units	LVAC	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share	LVACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~August~~November 1514, 2022, there were 11,500,000 shares of Class A common stock, par value $0.0001 and 2,875,000 shares of Class B common stock, par value $0.0001 per share issued and outstanding.

LAVA MEDTECH ACQUISITION CORP.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION
Item 1.	Interim Financial Statements
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022, and for the three months ended June 30, 2021 and for the period from March 31, 2021 (inception) through June 30, 2021	2
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022, and for the three months ended September 30, 2021 and for the period from March 31, 2021 (inception) through September 30, 2021	2
	Unaudited Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the three and six months ended June 30, 2022, and for the period from March 31, 2021 (inception) through June 30, 2021	3
	Unaudited Condensed Statements of Changes in Stockholder’s (Deficit) Equity for the three and nine months ended September 30, 2022, and for the three months ended September 30, 2021 and for the period from March 31, 2021 (inception) through September 30, 2021	3
	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022, and for the period from March 31, 2021 (inception) through June 30, 2021	4
	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022, and for the period from March 31, 2021 (inception) through September 30, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	20
PART II – OTHER INFORMATION		21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2123
Item 3.	Defaults Upon Senior Securities	2224
Item 4.	Mine Safety Disclosures	2224
Item 5.	Other Information	2224
Item 6.	Exhibits	2224
PART III –SIGNATURES		23
PART III – SIGNATURES		25

Item 1. Financial Statements

LAVA MEDTECH ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	June 30, 2022 (Unaudited)			December 31, 2021
	September 30, 2022 (Unaudited)			December 31, 2021
ASSETS
CURRENT ASSETS
Cash	$	1,~~150~~129,~~198~~849		$	1,541,231
Prepaid expenses and other current assets		~~596~~380,~~935~~608			658,308
Total current assets		1,~~747~~510,~~133~~457			2,199,539
Prepaid expenses - non current		-			202,948
Deferred tax asset		~~19,152~~-			19,152
Investments held in Trust Account		118,~~048~~580,~~024~~072			117,876,981
TOTAL ASSETS	$	~~119~~120,~~814~~090,~~309~~529		$	120,298,620
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	235,162		$	27,011
Accounts payable and accrued expenses	$	348,344		$	27,011
Franchise tax payable		-15,537			93,223
Income tax payable		1496,~~792~~670			-
Due to affiliate		4053,000			10,000
Total current liabilities		~~289~~513,~~954~~551			130,234
Derivative warrant liabilities		1817,~~226,250~~500			4,741,500
Deferred underwriting fee payable		4,025,000			4,025,000
Total liabilities	$	5,~~541~~356,~~204~~051		$	8,896,734
COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE COMMON STOCK
Class A common stock subject to possible redemption, $0.0001 par value, 11,500,000 shares at redemption value of $10.25 per shares		117,875,000			117,875,000
Class A common stock subject to possible redemption, $0.0001 par value, 11,500,000 shares at redemption value of $10.28 per share at September 30, 2022 and $10.25 per share at December 31, 2021		118,234,996			117,875,000
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock; $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding (excluding 11,500,000 shares subject to possible redemption)		-			-
Class B common stock; $0.0001 par value; 10,000,000 shares authorized; 2,875,000 shares issued and outstanding		287			287
Additional paid-in capital		-			-
Accumulated deficit		(3,~~602~~500,~~182~~805	)		(6,473,401	)
Total stockholders’ deficit		(3,~~601~~500,~~895~~518	)		(6,473,114	)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	~~119~~120,~~814~~090,~~309~~529		$	120,298,620

The accompanying notes are an integral part of these unaudited condensed financial statements.

LAVA MEDTECH ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the three months ended June 30,						For the six months ended June 30,			For the period March 31, 2021 (inception) through June 30,
	For the three months ended September 30,						For the nine months ended September 30,			For the period March 31, 2021 (inception) through September 30,
	2022			2021			2022			2021
OPERATING EXPENSES
General and administrative	$	~~300~~326,~~505~~439		$	-5,150		$	~~700~~1,~~679~~027,118		$	16,~~000~~150
Franchise tax expense		4455,~~816~~184			-			~~100~~155,~~000~~184			-
Loss from operations		~~345~~(381,~~321~~623	)		-(5,150	)		~~800~~(1,~~679~~182,302	)		1(6,~~000~~150	)
OTHER INCOME
Change in fair value of derivative warrant liabilities		1408,~~962,000~~			-			3,~~515~~924,~~250~~000			-
Income from checking account refund		358			-			397			-
Interest income on cash account		3,228			-			3,625			-
Interest income on investments held in Trust Account		~~159~~532,~~174~~048			-			~~171~~703,~~043~~091			-
Total other income		2944,~~121,532~~026			-			34,~~686~~630,~~690~~716			-
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		1,776,211			-			2,886,011			(1,000	)
Income (loss) before provision for income taxes		562,403			(5,150	)		3,448,414			(6,150	)
Income tax expense		23(101,~~880~~030	)		-			14(115,~~792~~822	)		-
NET INCOME (LOSS)	$	1,752,331			-		$	2,871,219		$	(1,000	)
Net income (loss)	$	461,373			(5,150	)	$	3,332,592		$	(6,150	)
Weighted-average shares outstanding of redeemable Class A common stock		11,500,000			-			11,500,000			-
Basic and diluted net income per share, redeemable Class A common stock	$	0.1203		$	-		$	0.2023		$	-
Weighted-average shares outstanding of Class B common stock		2,875,000			2,500,000			2,875,000			2,500,000
Basic and diluted net income per share, Class B common stock	$	0.12		$	-		$	0.20		$	0.00
Basic and diluted net income (loss) per share, Class B common stock	$	0.03		$	(0.00	)	$	0.23		$	(0.00	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

LAVA MEDTECH ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~EQUITY~~ (DEFICIT) EQUITY

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~ SEPTEMBER 30, 2022 (UNAUDITED)

	Class A				Class B				Additional					Total
	Common Stock				Common Stock				paid-in		Accumulated			stockholders’
	Shares		Amount		Shares		Amount		capital		deficit			deficit
Balance, December 31, 2021		-	$	-		2,875,000	$	287	$	-	$	(6,473,401	)	$	(6,473,114	)
Net income		-		-		-		-		-		1,118,888			1,118,888
Balance, March 31, 2022		-		-		2,875,000		287		-		(5,354,513	)		(5,354,226	)
Net income		-		-		-		-		-		1,752,331			1,752,331
Balance, June 30, 2022		-	$	-		2,875,000	$	287	$	-	$	(3,602,182	)	$	(3,601,895	)
Remeasurement for Class A common stock to redemption amount		-		-		-		-		-		(359,996	)		(359,996	)
Net income		-		-		-		-		-		461,373			461,373
Balance, September 30, 2022		-	$	-		2,875,000	$	287	$	-	$	(3,500,805	)	$	(3,500,518	)

FOR THE ~~PERIOD~~THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD MARCH 31, 2021 (INCEPTION) THROUGH ~~JUNE~~SEPTEMBER 30, 2021 (UNAUDITED)

	Class A Common Stock				Class B Common Stock				Additional paid-in		Accumulated			Total stockholders’
	Class A				Class B				Additional					Total
	Common Stock				Common Stock				paid-in		Accumulated			stockholder’s
	Shares		Amount		Shares		Amount		capital		deficit			equity
Balance, March 31, 2021 (inception)		-	$	-		-	$	-	$	-	$	-		$	-
Issuance of Class B common stock to Sponsor		-		-		2,875,000		287		24,713		-			25,000
Net loss		-		-		-		-		-		(1,000	)		(1,000	)
Balance, March 31, 2021 (inception)		-		-		-		-		-		(1,000	)		(1,000	)
Balance, June 30, 2021		-		-		2,875,000		287		24,713		(1,000	)		24,000
Issuance of common stock to sponsor		-		-		2,875,000		287		24,713		-			25,000
Net loss		-		-		-		-		-		(5,150	)		(5,150	)
Balance, June 30, 2021		-	$	-		2,875,000	$	287	$	24,713	$	(1,000	)	$	24,000
Balance, September 30, 2021		-	$	-		2,875,000	$	287	$	24,713	$	(5,150	)	$	18,850

The accompanying notes are an integral part of these unaudited condensed financial statements.

LAVA MEDTECH ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the six months ended June 30, 2022			For the period March 31, 2021 (inception) through June 30, 2021
	For thenine monthsendedSeptember 30,2022			For the periodMarch 31,2021(inception)throughSeptember 30,2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	23,~~871~~332,~~219~~592		$	(16,~~000~~150	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income on investments held in Trust Account		(171,043	)		-
Deferred tax provision		19,152			-
Change in fair value of derivative warrant liabilities		(3,~~515~~924,~~250~~000	)		-
Changes in operating assets and liabilities:					-
Due to affiliate		3043,000			-
Prepaid expenses and other current assets		~~264~~480,~~321~~648			-
Income tax payable		1496,~~792~~670			-
Accounts payable		208,151			1,000
Accounts payable and accrued expenses		321,333			6,150
Franchise tax payable		(9377,~~223~~686	)		-
Net cash used in operating activities		(391,033	)		-
Net cash provided by operating activities		291,709			-
NET CHANGE IN CASH		(391,033	)		-
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments held in Trust Account		(703,091	)		-
Net cash used by investing activities		(703,091	)		-
NET CHANGE IN CASH		(411,382	)		-
CASH, BEGINNING OF PERIOD		1,541,231			-
CASH, END OF PERIOD	$	1,~~150~~129,~~198~~849		$	-
Supplemental disclosures of noncash activities:
Payment of deferred offering costs by note payable - related party	$	-		$	5492,~~363~~812
Deferred offering costs included in accrued offering costs	$	-		$	155,000
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B common stock	$	-		$	25,000
Remeasurement for Class A common stock to redemption amount	$	359,996		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

LAVA MEDTECH ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~June~~September 30, 2022

Note 1 — Description of Organization and Business Operations

LAVA Medtech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on March 31, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~June~~September 30, 2022, the Company had not commenced any operations. All activity through ~~June~~September 30, 2022 relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below, and, since the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on October 26, 2021. On October 29, 2021, the Company consummated the IPO of 11,500,000 units (“Units”), including 1,500,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option, with respect to the Class A common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $115,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end.

Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 1,500,000 additional Units upon receiving notice of the underwriter'’s ~~election~~ election to fully exercise its over-allotment option, generating additional gross proceeds of $15,000,000.

Simultaneously with the closing of the IPO, the Company consummated the sale of 7,500,000 private placement warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, LAVA Medtech Sponsor LP (the “Sponsor”), generating gross proceeds of $7,500,000. Simultaneously with the exercise of the over-allotment, the Company consummated the private placement of an additional 675,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $675,000. See Note 4 for details.

Offering costs for the IPO amounted to $6,325,000, consisting of $2,300,000 of underwriting fees, $4,025,000 deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $455,330 of other costs. As described in Note 6, the $4,025,000 deferred underwriting fee payable is contingent upon the consummation of a Business Combination by April 29, 2023, subject to the terms of the underwriting agreement.

Following the closing of the IPO and exercise of the over-allotment, $117,875,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.25 per Public Share, plus any pro rata gain then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants.

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s ~~liquidation~~ liquidation if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A common stock subject to redemption to be classified outside of permanent equity. Given that ~~the~~ the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.

Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the Company’s prior consent.

The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by April 29, 2023, 18 months from the closing of the IPO (“Combination Period”), the Company 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 income on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less than and 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 the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.25 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

In February 2022, Russia commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against Russia. The invasion of Ukraine may result in market volatility that could adversely affect our stock price and our search for a target company. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there is considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID- 19 pandemic and the Company concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Liquidity and~~Inflation ~~Capital~~Reduction ~~Resources~~Act of 2022

~~As of~~On ~~June~~August 3016, 2022, the ~~Company~~Inflation Reduction ~~had~~Act $1of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,~~150~~ among other things,~~198~~ ina ~~its~~new ~~operating~~U.S. federal ~~bank~~1% ~~account~~excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and ~~working~~certain ~~capital~~U.S. domestic subsidiaries of $publicly traded foreign corporations occurring on or after January 1,~~457~~ 2023. The excise tax is imposed on the repurchasing corporation itself,~~179~~ not its shareholders from which shares are repurchased. AsThe amount of ~~June~~the ~~30,~~excise ~~2022,~~tax ~~approximately~~is generally 1% of the fair market value ~~$171~~of the shares repurchased at the time of the repurchase. However,~~440~~ for purposes of calculating the ~~amount~~excise ontax, ~~deposit~~repurchasing incorporations are permitted to net the ~~Trust~~fair ~~Account~~market ~~represented~~value ~~interest~~of ~~income~~certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, ~~which~~certain isexceptions ~~available~~apply to ~~pay~~ the ~~Company’s~~excise tax. The U.S. Department of the Treasury (the “Treasury”) ~~obligations~~has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

~~Until~~Any redemption or other repurchase ~~the~~that ~~consummation~~occurs ofafter December 31, 2022, in connection with a Business Combination, ~~the~~extension ~~Company~~vote ~~will~~or otherwise, may be ~~using~~subject to the ~~funds~~excise tax. ~~not~~Whether ~~held~~and into what extent the ~~Trust~~Company ~~Account~~would ~~for~~be ~~identifying~~subject ~~and~~to ~~evaluating prospective~~the ~~acquisition~~excise ~~candidates~~tax in connection with a Business Combination, ~~performing~~extension ~~due~~vote or ~~diligence~~otherwise would depend on ~~prospective~~a ~~target~~number ~~businesses~~of factors, ~~paying~~including ~~for~~(i) ~~travel~~the ~~expenditures,~~fair ~~selecting the~~market ~~target~~value ~~business~~of tothe ~~acquire,~~redemptions and ~~structuring~~repurchases in connection with the Business Combination, ~~negotiating~~extension ~~and~~or ~~consummating~~otherwise, (ii) the structure of a Business Combination., ~~The~~(iii) ~~Company~~the ~~will~~nature ~~need~~and toamount ~~raise~~of any ~~additional~~“PIPE” ~~capital~~or ~~through~~other ~~loans~~equity orissuances ~~additional~~in ~~investments~~connection ~~from~~with ~~its~~a ~~Sponsor,~~Business ~~shareholders,~~Combination ~~officers,~~(or ~~directors,~~otherwise orissued ~~third~~not ~~parties.~~in ~~The~~connection with a Business ~~Company’s~~Combination ~~officers,~~but ~~directors~~issued ~~and~~within ~~Sponsor~~the ~~may,~~same ~~but~~taxable ~~are~~year ~~not~~of ~~obligated~~a ~~to,~~Business ~~loan~~Combination) and (iv) the ~~Company~~content ~~funds,~~of ~~from~~regulations ~~time~~and toother ~~time~~guidance from orthe atTreasury. ~~any~~In ~~time~~addition, in ~~whatever~~because ~~amount~~the ~~they~~excise ~~deem~~tax ~~reasonable~~would inbe ~~their~~payable ~~sole~~by ~~discretion~~the Company and not by the redeeming holder, tothe ~~meet~~mechanics of any required payment of the ~~Company’s~~excise ~~working~~tax ~~capital~~have ~~needs~~not been determined. ~~Accordingly,~~The foregoing could cause a reduction in the cash available on hand ~~Company~~to ~~may~~complete ~~not~~a beBusiness ~~able~~Combination and in the Company’s ability to ~~obtain~~complete ~~additional~~a ~~financing~~Business Combination.

~~If the~~Liquidity Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and ~~reducing~~Capital overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.Resources

~~Note~~As of September 30, 2022, 2the —Company ~~Summary~~had $1,129,849 in its operating bank account and working capital of ~~Significant~~$1,341,982. ~~Accounting~~As ~~Policies~~of September 30, 2022, approximately $705,072 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.

~~Basis~~ Until the consummation of a ~~Presentation~~Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing.

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.7

~~The~~If the Company is unable ~~accompanying~~to ~~unaudited~~raise ~~condensed~~additional ~~financial~~capital, ~~statements~~it ~~should~~may be ~~read~~required into ~~conjunction~~take ~~with~~additional ~~the~~measures ~~Company’s~~to ~~Annual~~conserve ~~report~~liquidity, onwhich ~~Form~~could ~~10-K~~include, but not necessarily ~~and~~be ~~the~~limited ~~final~~to, ~~prospectus~~curtailing ~~filed~~operations, bysuspending the pursuit of a potential transaction, and reducing overhead expenses. The Company ~~with~~cannot provide ~~the~~any ~~SEC~~assurance onthat ~~April~~new 5,financing ~~2022~~will ~~and~~be ~~November~~available ~~29,~~to ~~2021~~it on commercially acceptable terms, ~~respectively~~if at all. ~~The~~These ~~interim~~conditions ~~results~~raise substantial ~~for~~doubt about the ~~six~~Company’s ~~months~~ability ~~ended~~to ~~June~~continue ~~30,~~as ~~2022~~a ~~are~~going ~~not~~concern ~~necessarily~~for ~~indicative~~a reasonable period of ~~the~~time, ~~results~~which is considered to be ~~expected~~one year ~~for~~from the ~~year~~issuance ~~end~~date ~~December~~of ~~31,~~the ~~2022~~financial statements. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or ~~for~~the ~~any~~classification ~~future~~of ~~periods~~the liabilities that might be necessary should the Company be unable to continue as a going concern.

7Note 2 — Summary of Significant Accounting Policies

~~Emerging~~Basis ~~Growth~~of ~~Company~~Presentation

The ~~Company~~ isaccompanying anfinancial statements ~~emerging~~are ~~growth~~presented ~~company as defined~~ in ~~Section~~conformity ~~102(b)(1)~~with ofaccounting ~~the~~principles ~~Jumpstart~~generally ~~Our~~accepted ~~Business~~in ~~Startups~~the ~~Act~~United States of ~~2012~~America (~~the~~ “~~JOBS Act~~U.S. GAAP”), and ~~which~~pursuant ~~exempts emerging growth companies from being required~~ to ~~comply~~the ~~with~~rules ~~new~~and orregulations ~~revised~~of ~~financial~~the ~~accounting~~SEC. ~~standards until private companies (that is~~Accordingly, ~~those~~they ~~that have not had a Securities Act registration statement declared effective or~~ do not ~~have~~include ~~a class~~all of ~~securities registered under~~ the ~~Exchange~~information ~~Act)~~and ~~are~~footnotes required toby U.S. ~~comply~~GAAP. ~~with~~In the ~~new~~opinion ~~or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out~~ of ~~the~~management, ~~extended transition period and comply with~~ the ~~requirements that~~unaudited ~~apply~~condensed tofinancial ~~non-emerging~~statements ~~growth~~reflect ~~companies~~all ~~but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period~~adjustments, which ~~means~~include ~~that~~only ~~when~~normal recurring aadjustments ~~standard~~necessary ~~is issued or revised, and it has different application dates~~ for ~~public~~ ~~or private companies, as an emerging growth company~~ the ~~Company~~fair ~~can~~statement ~~adopt~~of the ~~new~~balances orand ~~revised~~results ~~standard~~for at the ~~time~~periods ~~private companies adopt the new or revised standard~~presented.

~~This~~The accompanying unaudited ~~may~~condensed ~~make~~financial ~~comparison~~statements ofshould be read in conjunction with the Company’s ~~financial~~Annual ~~statements~~report ~~with~~on ~~another~~Form ~~public~~10-K ~~company~~and the final prospectus ~~that~~filed isby ~~neither~~the anCompany ~~emerging~~with ~~growth~~the ~~company~~SEC ~~nor~~on anApril ~~emerging~~5, ~~growth~~2022 ~~company~~and ~~that~~October ~~has~~28, ~~opted out~~2021, ofrespectively. ~~using~~The interim results for the ~~extended~~nine ~~transition~~months ~~period~~ended ~~difficult~~September 30, or2022 ~~impossible~~are ~~because~~not necessarily indicative of the ~~potential differences~~results into ~~accounting~~be ~~standards~~expected ~~used~~for the year ending December 31, 2022 or for any future periods.

~~Use of~~Emerging ~~Estimates~~Growth Company

The Company is an emerging ~~preparation~~growth ofcompany ~~financial~~as ~~statements~~defined in ~~conformity~~Section ~~with~~102(b)(1) ~~U.S.~~of ~~GAAP~~the ~~requires~~Jumpstart ~~the~~Our ~~Company’s~~Business ~~management~~Startups toAct ~~make~~of ~~estimates~~2012 ~~and~~(the ~~assumptions~~“JOBS Act”), which ~~that~~exempts ~~affect~~emerging ~~the~~growth ~~reported~~companies ~~amounts~~from ofbeing ~~assets~~required ~~and~~to ~~liabilities~~comply ~~and~~with ~~disclosure~~new ofor ~~contingent~~revised ~~assets~~financial ~~and~~accounting ~~liabilities~~standards atuntil ~~the~~private ~~date~~companies (that ofis, ~~the~~those ~~financial statements.~~that ~~Significant~~have ~~estimates~~not inhad ~~these~~a ~~financial~~Securities ~~statements~~Act ~~include~~registration ~~those~~statement ~~related~~declared toeffective ~~the~~or ~~fair~~do ~~value~~not ofhave ~~the~~a ~~Private~~class ~~Warrants.~~of ~~Making~~securities registered ~~estimates~~under ~~requires~~the ~~management~~Exchange Act) are required to ~~exercise~~comply ~~significant~~with ~~judgment~~the new or revised financial accounting standards. ~~Such~~The ~~estimates~~JOBS ~~may~~Act beprovides ~~subject~~that an emerging growth company can elect to ~~change~~opt asout ~~more~~of ~~current~~the ~~information~~extended ~~becomes available~~transition period and ~~accordingly~~comply with the ~~actual~~requirements ~~results~~that ~~could~~apply ~~differ~~to ~~significantly~~non-emerging ~~from~~growth companies ~~those~~but ~~estimates.~~any Itsuch an election to opt out is atirrevocable. ~~least~~The ~~reasonably~~Company ~~possible~~has ~~that the~~elected ~~estimate~~not ofto ~~the~~opt ~~effect~~out of asuch ~~condition~~extended transition period, which ~~situation~~means orthat ~~set~~when ofa ~~circumstances~~standard ~~that~~is ~~existed~~issued ator ~~the~~revised, ~~date~~and ofit ~~the~~has ~~financial~~different ~~statements,~~application ~~which management~~dates ~~considered~~for inpublic ~~formulating~~or ~~its~~private ~~estimate~~companies, ~~could~~as ~~change~~an inemerging growth company the ~~near~~Company ~~term~~can ~~due~~adopt tothe ~~one~~new or ~~more~~revised ~~future~~standard ~~confirming~~at ~~events.~~the ~~Actual results~~time ~~could~~private ~~differ~~companies ~~from~~adopt ~~those~~the ~~estimates~~new or revised standard.

~~Investments~~This may make comparison ~~Held~~of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in ~~Trust~~accounting standards ~~Account~~used.

AtUse ~~June 30, 2022 and December 31, 2021, all~~ of the assets held in the Trust Account were invested in a money markets fund that only invests in U.S. treasuries and cash. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Interest is received through the issuance of additional U.S. government treasury obligations and recorded as interest income in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.Estimates

~~Offering~~The preparation of financial ~~Costs~~statements ~~Associated~~in conformity with U.S. GAAP requires the ~~Initial~~Company’s ~~Public~~management ~~Offering~~to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Significant estimates in these financial statements include those related to the fair value of the Private Warrants. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

~~Offering costs~~Investments ~~consist~~Held ~~principally~~in ofTrust legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $6,780,330. Of this amount, $6,683,156 was charged to stockholders’ deficit upon the completion of the IPO and $97,174 was expensed due to allocating certain offering costs to the warrant liability. The allocation was based on relative value at the date of the IPO.Account

~~Concentration~~The Company’s portfolio of ~~Credit~~investments ~~Risk~~held in the Trust Account is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Such securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

~~Financial instruments~~Offering ~~that~~Costs ~~potentially~~Associated ~~subject~~with the ~~Company~~Initial toPublic concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At June 30, 2022, the Company has not experienced losses on these account and management believes the Company is not exposed to significant risks on such account.Offering

~~Fair~~Offering costs consist principally ~~Value~~of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $6,780,330. Of this amount, $6,683,156 was charged to stockholders’ deficit upon the completion of ~~Financial~~the ~~Instruments~~IPO and $97,174 was expensed due to allocating certain offering costs to the warrant liability. The allocation was based on relative value at the date of the IPO.

~~The fair~~Concentration ~~value~~ of ~~the~~Credit Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature.Risk

~~Income~~Financial instruments that ~~Taxes~~potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.8

~~ASC 740~~Fair ~~prescribes~~Value ~~a recognition threshold and a measurement attribute for the financial statement recognition and measurement~~ of ~~tax~~Financial positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Instruments

8The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature.

~~Class A~~Income ~~Common Stock Subject to Possible Redemption~~Taxes

The Company ~~accounts~~complies ~~for its Class A common stock subject to possible redemption in accordance~~ with the ~~guidance~~accounting inand ~~ASC~~reporting ~~480.~~requirements ~~Shares~~ of ~~Class A~~ASC ~~common~~740, ~~stock~~“Income ~~subject~~Taxes” ~~to mandatory redemption~~ (if“ASC ~~any~~740”), ~~are~~which ~~classified~~requires asan aasset ~~liability instrument~~ and ~~is measured at fair value. Conditionally~~ ~~redeemable~~liability ~~Class~~approach Ato ~~common~~financial ~~stock~~accounting ~~(including~~and ~~Class~~reporting Afor ~~common~~income ~~stock~~taxes. ~~that~~Deferred ~~features~~income ~~redemption~~tax ~~rights~~assets ~~that~~and liabilities are ~~either~~computed ~~within~~for differences ~~the~~between ~~control of~~ the ~~holder~~financial orstatement ~~subject~~and totax ~~redemption~~bases ~~upon the occurrence~~ of ~~uncertain~~assets ~~events~~and ~~not~~liabilities ~~solely~~that ~~within~~will ~~the~~result ~~Company’s~~in ~~control)~~future istaxable ~~classified as~~or ~~temporary~~deductible ~~equity. At all other times~~amounts, ~~Class A common stock is classified as stockholders’ deficit. The Company’s Class~~ Abased ~~common~~on ~~stock~~enacted ~~features~~tax ~~certain~~laws ~~redemption~~and ~~rights~~rates ~~that~~applicable ~~are considered~~ to bethe ~~outside~~periods ofin which the ~~Company’s~~differences ~~control~~are ~~and~~expected ~~subject~~ to ~~occurrence of~~affect ~~uncertain~~taxable ~~future events~~income. ~~Accordingly,~~Valuation allowances atare ~~June 30~~established, ~~2022~~when ~~and December 31~~necessary, ~~2021,~~to ~~11,500,000~~reduce ~~shares~~deferred oftax ~~Class~~assets ~~A common stock subject~~ to ~~possible~~ ~~redemption is presented as temporary equity, outside of~~ the ~~stockholders’~~amount ~~deficit~~expected ~~section~~to ofbe ~~the Company’s unaudited condensed balance sheets~~realized.

~~The~~ASC 740 prescribes a recognition ~~Company~~threshold ~~recognizes~~and ~~changes~~a inmeasurement ~~redemption~~attribute ~~value~~for ~~immediately~~the asfinancial ~~they~~statement ~~occur~~recognition and ~~adjusts~~measurement ~~the~~of ~~carrying~~tax ~~value~~positions oftaken ~~redeemable~~or ~~Class~~expected Ato ~~common~~be ~~stock~~taken in a tax return. For those benefits to ~~equal~~be ~~the~~recognized, ~~redemption~~a ~~value~~tax atposition ~~the~~must ~~end~~be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of ~~each~~September ~~reporting~~30, ~~period~~2022 and December 31, 2021. ~~Increases~~The orCompany ~~decreases~~recognizes accrued ininterest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the ~~carrying~~payment ~~amount~~of interest and penalties as of ~~redeemable common~~September ~~stock~~30, ~~are~~2022 ~~affected~~and byDecember ~~charges~~31, ~~against~~2021. ~~additional~~The ~~paid~~Company is currently not aware of any issues under review that could result in ~~capital~~significant ~~and~~payments, ~~accumulated~~accruals ~~deficit~~or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~At June 30, 2022 and December 31, 2021, the~~ Class A ~~common~~Common ~~stock~~Stock ~~subject~~Subject to ~~possible~~Possible ~~redemption reflected in the balance sheet is reconciled in the following table:~~Redemption

Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(6,900,000	)
Class A common stock issuance costs		(6,217,687	)
Plus: Accretion of carrying value to redemption value		15,992,687
Class A common stock subject to possible redemption	$	117,875,000

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 11,500,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed balance sheets.

~~Net~~The ~~Income~~Company recognizes changes ~~(Loss)~~in ~~per~~redemption ~~Common~~value ~~Share~~immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

The Company has two classes of shares, which are referred to as Class A common stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private Placement Warrants (see Note 4) to purchase 8,175,000 Common Stock at $11.50 per share were issued on October 29, 2021. At ~~June~~September 30, 2022 and December 31, 2021, nothe ~~Public Warrants or Private Placement Warrants have been exercised. The 12,487,500 potential shares of~~ Class A common stock ~~for~~subject ~~outstanding Public Warrants and Private Placement Warrants~~ to ~~purchase~~possible ~~the~~redemption ~~Company’s~~reflected ~~stock~~in ~~were excluded from diluted earnings per share for~~ the ~~periods~~balance ~~ended~~sheet ~~June 30, 2022 and December 31, 2021 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per common stock~~ is ~~the~~reconciled ~~same~~in ~~as basic net income (loss) per common stock for~~ the ~~period. The table below presents a~~following ~~reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of stock.~~table:

Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(6,900,000	)
Class A common stock issuance costs		(6,217,687	)
Plus: Accretion of carrying value to redemption value		15,992,687
Class A common stock subject to possible redemption, December 31, 2021		117,875,000
Plus: Accretion of carrying value to redemption value		359,996
Class A common stock subject to possible redemption, September 30, 2022	$	118,234,996

	For the three months ended June 30,				For the period March 31, 2021 (inception) through June 30,
	2022				2021
	Class A common stock		Class B Common stock		Class A common stock		Class B Common stock
Basic and diluted net income per share:
Numerator:
Allocation of net income $	$	1,401,865	$	350,466	$	-	$	-
Denominator:
Weighted-average shares outstanding		11,500,000		2,875,000		-		2,500,000
Basic and dilution net income per share $	$	0.12	$	0.12	$	-	$	-

Net Income (Loss) per Common Share

	For the six months ended June 30,				For the period March 31, 2021 (inception) through June 30,
	2022				2021
	Class A common stock		Class B Common stock		Class A common stock		Class B Common stock
Basic and diluted net income per share:
Numerator:
Allocation of net income (loss)	$	2,296,975	$	574,244	$	-	$	(1,000	)
Denominator:
Weighted-average shares outstanding		11,500,000		2,875,000		-		2,500,000
Basic and dilution net income per share	$	0.20	$	0.20	$	-	$	0.00

The Company has two classes of shares, which are referred to as Class A common stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private Placement Warrants (see Note 4) to purchase 8,175,000 Common Stock at $11.50 per share were issued on October 29, 2021. At September 30, 2022 and December 31, 2021, no Public Warrants or Private Placement Warrants have been exercised. The 12,487,500 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended September 30, 2022 and December 31, 2021 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of stock.

~~Accounting for Warrants~~9

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are free-standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment and the Private Placement Warrants qualify for liability accounting treatment.

	For the three months ended September 30,				For the three months ended September 30,
	2022				2021
	Class A Common stock		Class B Common stock		Class A Common stock		Class B Common stock
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	369,098	$	92,275	$	-	$	(5,150	)
Denominator:
Weighted-average shares outstanding		11,500,000		2,875,000		-		2,500,000
Basic and dilution net income (loss) per share	$	0.03	$	0.03	$	-	$	(0.00	)

Stock Compensation Expense

	For the nine months ended September 30,				For the period March 31, 2021 (inception) through September 30,
	2022				2021
	Class A Common stock		Class B Common stock		Class A Common stock		Class B Common stock
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	2,666,074	$	666,518	$	-	$	(6,150	)
Denominator:
Weighted-average shares outstanding		11,500,000		2,875,000		-		2,500,000
Basic and dilution net income (loss) per share	$	0.23	$	0.23	$	-	$	(0.00	)

~~The Company~~Accounting ~~accounts~~ for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”) under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred.Warrants

10The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are free-standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment and the Private Placement Warrants qualify for liability accounting treatment.

~~The fair~~Stock value of the 60,000 Founder Shares sold to certain independent directors as of October 14, 2021, was $362,673, or $6.04 per share. The Company used a Monte Carlo Model Simulation to arrive at the fair value of the stock compensation. The key assumptions in the option-pricing model utilized are assumptions related to expected separation date of Units, anticipated business combination date, purchase price, share-price volatility, expected term, exercise date, risk-free interest rate and present value. The expected volatility as of the IPO closing date was derived based upon similar SPAC warrants and technology exchange-traded funds which aligns with Company’s stated industry target and present value factor was based on risk-free rate and terms until the exercise date. The Company’s Founder Shares sold to independent directors were deemed within the scope of ASC 718 and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Founder Shares transferred is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Management believes that the occurrence of the performance condition is not probable; therefore, no stock-based compensation expense has been recognized during the six months ended June 30, 2022.Expense

~~Recent~~The Company accounts for ~~Accounting~~stock-based ~~Pronouncements~~compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”) under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.10

~~Note~~The 3fair value of the 60,000 —Founder ~~Initial~~Shares ~~Public~~sold ~~Offering~~to certain independent directors as of October 14, 2021, was $362,673, or $6.04 per share. The Company used a Monte Carlo Model Simulation to arrive at the fair value of the stock compensation. The key assumptions in the option-pricing model utilized are assumptions related to expected separation date of Units, anticipated business combination date, purchase price, share-price volatility, expected term, exercise date, risk-free interest rate and present value. The expected volatility as of the IPO closing date was derived based upon similar SPAC warrants and technology exchange-traded funds which aligns with Company’s stated industry target and present value factor was based on risk-free rate and terms until the exercise date. The Company’s Founder Shares sold to independent directors were deemed within the scope of ASC 718 and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Founder Shares transferred is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Management believes that the occurrence of the performance condition is not probable; therefore, no stock-based compensation expense has been recognized during the nine months ended September 30, 2022.

~~Pursuant to~~Recent ~~the~~Accounting IPO, the Company sold 11,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock (such Class A common stock included in the Units being offered, the “Public Shares”), and one-half a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).Pronouncements

~~Note~~The 4Company’s management —does ~~Private~~not ~~Placement~~believe ~~Warrants~~that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

~~On October~~Note ~~29,~~3 ~~2021,~~— ~~simultaneously~~Initial with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale of 8,175,000 Private Placement Warrants in a private placement transaction at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $8,175,000. Each whole Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO which is being held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public ~~Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless.~~Offering

~~Note~~Pursuant to the IPO, the 5Company —sold ~~Related~~11,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock (such Class A common stock included in the Units being offered, the “Public Shares”), and one-~~Party~~half ~~Transactions~~a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

~~Founder Shares~~Note 4 — Private Placement Warrants

On ~~March~~ 31October 29, 2021, simultaneously with the ~~Sponsor~~consummation ~~paid~~of ~~$25,000,~~the orIPO ~~approximately~~and ~~$0.009~~the ~~per~~underwriters’ ~~share,~~exercise toof ~~cover~~their ~~certain~~over-allotment ~~offering~~option, ~~costs on~~ the Company’s ~~behalf~~consummated the issuance inand ~~consideration~~sale of 28,~~875~~175,000 ~~shares~~Private ~~(the~~Placement ~~“Founder~~Warrants ~~Shares”)~~in ofa ~~the~~private ~~Company’s~~placement ~~Class~~transaction Bat ~~common~~a ~~stock,~~price ~~par~~of ~~value~~ $01.~~0001~~00 per Private Placement Warrant, ~~(“Class~~generating Bgross ~~common~~proceeds ~~stock”)~~of $8,175,000. ~~The~~Each ~~Founder~~whole ~~Shares~~Private Placement Warrant will ~~automatically~~be ~~convert~~exercisable ~~into~~to ~~shares~~purchase one share of Class A common stock at ~~the~~a ~~time~~price of ~~the~~ ~~Company’s~~$11.50 ~~initial~~per ~~Business~~share. ~~Combination~~A ~~and~~portion ~~are~~of ~~subject~~the toproceeds ~~certain~~from ~~transfer~~the ~~restrictions,~~Private asPlacement ~~described~~Warrants inwas ~~Note~~added 7.to ~~Holders~~the ~~of Founder~~proceeds ~~Shares~~from ~~may~~the IPO ~~also~~which ~~elect~~is tobeing ~~convert~~held ~~their~~in ~~shares~~the ofTrust ~~Class~~Account. BIf ~~common~~the ~~stock~~Company ~~into~~does annot ~~equal~~complete ~~number~~a ofBusiness ~~shares~~Combination ofwithin ~~Class~~the ACombination ~~common stock~~Period, the ~~subject~~proceeds tofrom ~~adjustment,~~the atsale ~~any~~of ~~time.~~the ~~The~~Private ~~initial~~Placement ~~stockholders~~Warrants ~~had~~will ~~agreed~~be toused ~~forfeit up~~ to ~~375,000~~fund ~~Founder Shares to~~ the ~~extent~~redemption ~~that~~of the ~~over-allotment~~ ~~option~~Public isShares ~~not~~(subject ~~exercised~~to ~~in full by~~ the ~~underwriters.~~requirements of ~~Subsequent~~applicable ~~to December 31~~law), ~~2021,~~and ~~since~~ the ~~underwriters~~Private ~~exercised the~~Placement ~~over-allotment~~Warrants ~~option~~and inall ~~full,~~underlying ~~the~~securities ~~Sponsor~~will ~~did~~be ~~not forfeit any Founder Shares~~worthless.

11 Note 5 — Related-Party Transactions

~~The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their~~ Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~Related~~On March 31, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs on the Company’s behalf in consideration of 2,875,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”). The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 7. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The initial stockholders had agreed to forfeit up to 375,000 Founder Shares to the extent that the over-~~Party~~allotment option is not exercised in full ~~Loans~~by the underwriters. Subsequent to December 31, 2021, since the underwriters exercised the over-allotment option in full, the Sponsor did not forfeit any Founder Shares.

On March 31, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). Any amounts drawn via this loan have been fully paid off on October 29, 2021, and the Note has been cancelled.11

~~In addition,~~The toinitial ~~finance~~stockholders have ~~transaction~~agreed, ~~costs~~subject into ~~connection~~limited ~~with~~exceptions, anot ~~Business~~to ~~Combination~~transfer, ~~the~~assign ~~Sponsor,~~ or ansell ~~affiliate~~any of ~~the~~their ~~Sponsor,~~Founder orShares ~~certain of~~until the ~~Company’s~~earlier ~~officers~~to ~~and~~occur ~~directors~~of: (A) ~~may,~~one ~~but~~year ~~are~~after ~~not~~the ~~obligated~~completion ~~to,~~of ~~loan~~ the ~~Company~~initial ~~funds~~Business asCombination ~~may~~or ~~be required~~ (~~“Working Capital Loans”~~B). Ifsubsequent to the ~~Company~~initial ~~completes a~~ Business Combination, ~~the~~(x) ~~Company~~if ~~will repay~~ the last ~~Working~~sale ~~Capital~~price ~~Loans out~~ of the ~~proceeds of~~Class ~~the~~A ~~Trust~~common ~~Account~~stock ~~released~~equals toor ~~the~~exceeds ~~Company~~$12.00 ~~Otherwise,~~per ~~the~~share ~~Working~~(as ~~Capital~~adjusted ~~Loans~~for ~~would~~stock besplits, ~~repaid~~stock ~~only~~dividends, ~~out~~reorganizations, recapitalizations ofand ~~funds held outside~~ the ~~Trust~~ ~~Account.~~like) Iffor aany ~~Business~~20 ~~Combination~~trading ~~does~~days ~~not~~within ~~close,~~any ~~the~~30-trading ~~Company~~day ~~may~~period ~~use~~commencing aat ~~portion~~least of150 ~~proceeds~~days ~~held~~after ~~outside~~ the ~~Trust Account to~~initial ~~repay~~Business ~~the Working Capital Loans~~Combination, ~~but~~or no(y) ~~proceeds held in~~ the ~~Trust~~date ~~Account~~on ~~would~~which ~~be used to repay~~ the ~~Working~~Company ~~Capital~~completes ~~Loans.~~a ~~Except for the foregoing~~liquidation, ~~the terms of such Working Capital Loans~~merger, ifcapital ~~any,~~stock ~~have~~exchange ~~not~~or ~~been~~other ~~determined~~similar ~~and no written agreements exist with respect~~transaction tothat ~~such~~results ~~loans.~~in ~~The~~all ~~Working Capital Loans would either be repaid upon consummation~~ of ~~a Business Combination, without interest, or, at~~ the ~~lender~~Company’s ~~discretion,~~stockholders uphaving ~~to $2,000,000 of such Working Capital Loans may be convertible into warrants of~~ the ~~post~~right ~~Business~~to ~~Combination entity~~exchange attheir ashares ~~price~~ of ~~$1.00~~common ~~per~~stock ~~warrant.~~for ~~The warrants would be identical to the Private Placement Warrants. As of June 30~~cash, ~~2022 and December~~securities ~~31,~~or ~~2021,~~other ~~no Working Capital Loans were outstanding~~property.

~~Due to~~Related-Party ~~affiliate~~Loans

~~The~~On ~~Company~~March ~~entered~~31, ~~into an agreement~~2021, ~~commencing on~~ the ~~date~~Sponsor agreed ofto ~~its~~loan ~~listing on Nasdaq through~~ the ~~earlier~~Company ofan ~~the~~aggregate ~~consummation~~ of aup ~~Business~~to ~~Combination~~$300,000 ~~and~~to ~~the~~cover ~~Company’s liquidation,~~expenses related to ~~pay~~the anProposed ~~affiliate~~Public ofOffering ~~the~~pursuant ~~Sponsor~~to a ~~monthly~~promissory note ~~fee~~(the of“Note”). ~~$5,000~~Any ~~for~~amounts ~~office~~drawn ~~space,~~via ~~secretarial~~this ~~and~~loan ~~administrative~~have ~~services.~~been ~~As of~~fully ~~June~~paid ~~30,~~off ~~2022~~on ~~and~~October ~~December 31~~29, 2021, ~~$40,000~~ and ~~$10,000,~~the ~~respectively,~~Note has been ~~accrued under this arrangement~~cancelled.

~~Note~~In addition, to finance transaction 6costs —in ~~Commitments~~connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and ~~Contingencies~~directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. If 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, no Working Capital Loans were outstanding.

~~Registration Rights~~Due to affiliate

The ~~holders~~ ofCompany ~~Founder~~entered ~~Shares~~into an agreement, ~~Private~~commencing ~~Placement~~on ~~Warrants~~the ~~and~~date ~~warrants that may be issued upon conversion~~ of ~~Working~~its ~~Capital~~listing ~~Loans,~~on ifNasdaq ~~any, will~~through ~~be entitled to registration rights (in~~ the ~~case~~earlier of the ~~Founder~~consummation ~~Shares, only after conversion~~ of ~~such~~a ~~shares~~Business toCombination ~~Class~~and ~~A common stock)~~the ~~pursuant~~Company’s ~~to a registration rights agreement dated October 26~~liquidation, ~~2021. These holders will be entitled~~ to ~~certain~~pay ~~demand~~an ~~and~~affiliate ~~“piggyback” registration~~of ~~rights. However,~~ the ~~registration~~Sponsor ~~rights~~a ~~agreement~~monthly ~~provides~~fee ~~that~~of ~~the~~$5,000 ~~Company~~for ~~will~~office ~~not~~space, ~~permit~~secretarial ~~any~~and ~~registration statement~~administrative ~~filed~~services. ~~under~~As ~~the Securities Act to become effective until the termination~~ of ~~the~~September ~~applicable~~30, ~~lock-up~~2022 ~~period~~and ~~for~~December ~~the~~31, ~~securities~~2021, to$53,000 beand ~~registered. The~~$10,000, ~~Company~~respectively, ~~will~~has ~~bear~~been ~~the~~accrued ~~expenses~~under ~~incurred~~this ~~in connection with the filing of any such registration statements~~arrangement.

~~Underwriting Agreement~~Note 6 — Commitments and Contingencies

~~The Company~~Registration has granted the underwriters a 45-day option from the date of the IPO to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions. On October 29, 2021, the underwriters elected to fully exercise the over-allotment option and purchased 1,500,000 Units.Rights

12The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A common stock) pursuant to a registration rights agreement dated October 26, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~The underwriters~~Underwriting were paid an underwriting discount of $0.20 per unit, or $2,300,000 in the aggregate upon the closing of the IPO and exercise of the over-allotment option. Additionally, the underwriters are entitled to $0.35 per unit, or $4,025,000 in the aggregate as a deferred underwriting commission. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement. A portion of the deferred underwriting commission may be allocated to third parties at the discretion of the Sponsor.Agreement

~~Note~~The 7Company has granted the —underwriters ~~Stockholders’~~a ~~Deficit~~45-day option from the date of the IPO to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions. On October 29, 2021, the underwriters elected to fully exercise the over-allotment option and purchased 1,500,000 Units.

Class A common stock—The Company is authorized to issue 100,000,000 Class A common stock with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were no Class A Common stock issued and outstanding, excluding the 11,500,000 of Class A common stock subject to possible redemption.12

~~Class B~~The ~~common~~underwriters ~~stock—~~were ~~The~~paid an ~~Company~~underwriting isdiscount ~~authorized~~of to$0.20 ~~issue~~per 10unit,~~000~~ or $2,300,000 ~~Class~~in Bthe ~~common~~aggregate ~~stock~~upon ~~with~~the aclosing ~~par~~of ~~value~~the IPO and exercise of the over-allotment option. Additionally, the underwriters are entitled to $0.~~0001~~35 per ~~share.~~unit, ~~Holders of~~or ~~Class~~$4,025,000 Bin ~~common~~the ~~stock~~aggregate ~~are~~as ~~entitled~~a deferred underwriting commission. The deferred fee will become payable to ~~one~~the ~~vote~~underwriters ~~for~~from ~~each~~the ~~share.~~amounts Asheld ofin ~~June~~the ~~30,~~Trust ~~2022~~Account ~~and~~solely ~~December~~if ~~31,~~the ~~2021,~~Company ~~there~~completes ~~were~~a Business 2Combination,~~875,000~~ ~~Class B~~subject ~~common~~to ~~stock~~the ~~outstanding,~~terms ~~none~~of the underwriting agreement. A portion of ~~which~~the ~~are~~deferred ~~subject~~underwriting commission may be allocated to ~~forfeiture~~third parties at the discretion of the Sponsor.

~~Holders of~~Note ~~Class~~7 A— ~~common~~Stockholders’ ~~stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.~~Deficit

~~The shares of~~ Class ~~B common stock will automatically convert into shares of Class~~ A common stock ~~at the time of the initial Business Combination~~-The onCompany ais ~~one-for-one~~authorized ~~basis, subject~~ to ~~adjustment.~~issue ~~In the case that additional shares of Class A common stock~~100, ~~or equity-linked securities~~000, ~~are~~000 ~~issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of~~ Class ~~B common stock shall convert into shares of Class~~ A common stock ~~will~~with ~~be adjusted (unless the holders of~~ a ~~majority~~par ofvalue ~~the outstanding shares~~ of ~~Class~~$0.0001 Bper ~~common~~share. ~~stock~~As ~~agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number~~ of ~~shares~~September of30, ~~Class~~2022 Aand ~~common stock issuable upon conversion of all shares of Class B common stock will equal,~~December ~~in the aggregate~~31, ~~on an as-converted basis~~2021, ~~20%~~there ofwere ~~the~~no ~~sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of~~ Class A ~~common~~Common stock ~~and equity-linked securities~~ issued orand ~~deemed~~outstanding, ~~issued~~excluding ~~in connection with~~ the ~~initial Business Combination (excluding any shares or equity-linked securities issued~~11, ~~or to be issued~~500,000 ~~to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion~~ of ~~loans made to the Company). Holders of Founder Shares may also elect to convert their shares of~~ Class ~~B common stock into an equal number of shares of Class~~ A common stock, subject to ~~adjustment~~possible redemption asand ~~provided~~classified ~~above,~~as attemporary ~~any time~~equity.

~~Preferred stock~~Class —B common stock- The Company is authorized to issue 110,000,000 ~~shares~~Class ofB ~~preferred~~common stock with ~~such~~a ~~designations,~~par ~~voting~~value ~~and~~of ~~other~~$0.0001 ~~rights and~~per ~~preferences~~share. asHolders ~~may~~of beClass ~~determined~~B ~~from~~common ~~time~~stock are entitled to ~~time~~one byvote ~~the~~for ~~Company’s~~each ~~board of directors~~share. As of ~~June~~September 30, 2022 and December 31, 2021, there were no2,875,000 ~~shares~~Class ofB ~~preferred~~common stock ~~issued~~outstanding, none orof ~~outstanding~~which are subject to forfeiture.

~~Public Warrants~~Holders ~~- The Public Warrants will become exercisable 30 days after the completion~~ of aClass ~~Business~~A ~~Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of~~ common stock ~~issuable upon exercise of the warrants~~ and aClass ~~current~~B ~~prospectus relating to such shares of~~ common stock. ~~Notwithstanding~~will ~~the~~vote ~~foregoing,~~together ifas a ~~registration statement~~single ~~covering~~class ~~the~~on ~~shares~~all ofother ~~common~~matters ~~stock~~submitted ~~issuable~~to ~~upon exercise of the Public Warrants is not effective within~~ a ~~specified~~vote ~~period following the consummation~~ of astockholders ~~Business~~except ~~Combination, warrant holders may, until such time~~ as ~~there is an effective registration statement~~ ~~and~~required ~~during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided~~ by ~~Section 3(a)(9) of the Securities Act, provided that such exemption is available~~law. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

13The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

~~Redemption~~Preferred stock -The Company is authorized to issue 1,000,000 shares of ~~warrants~~preferred ~~when~~stock with such designations, voting and other rights and preferences as may be determined from time to time by the ~~price~~Company’s ~~per~~board ~~Class~~of Adirectors. ~~common~~As of September 30, 2022 and December 31, 2021, there were no shares of preferred stock ~~equals~~issued or ~~exceeds $18~~outstanding.~~00:~~

~~Once~~Public Warrants - The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants ~~become~~will be exercisable, for cash unless the Company ~~may~~has ~~redeem~~an effective and current registration statement covering the ~~outstanding~~shares of common stock issuable upon exercise of the warrants ~~(except~~and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as ~~described~~there ~~herein~~is ~~with~~an ~~respect~~effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the ~~private~~exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another ~~placement~~exemption, is not available, holders will not be able to exercise their warrants) ason ~~follows:~~a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

~~● in whole and not in part;~~13

●Redemption atof awarrants ~~price~~when ofthe ~~$0.01~~price per ~~warrant;~~Class A common stock equals or exceeds $18.00:

●Once ~~upon~~the awarrants ~~minimum~~become exercisable, ofthe 30Company ~~days’~~may ~~prior~~redeem ~~written~~the ~~notice~~outstanding ofwarrants ~~redemption,~~(except ~~which~~as ~~the~~described ~~Company~~herein ~~refers~~with respect to as the ~~“30-day~~private ~~redemption~~placement ~~period;”~~warrants) as ~~and~~follows:

● ~~if,~~in whole and ~~only~~not ~~if,~~in the last reported sale price (the “closing price”) of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments” for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.part;

~~The Company~~● ~~will~~at ~~not~~a ~~redeem~~price ~~the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise~~ of ~~the warrants is effective and a current prospectus relating to those Class A common stock is available throughout the 30-day redemption period~~$0.01 ~~When~~per the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.warrant;

~~None~~ ● upon a minimum of ~~the~~30 ~~private~~days’ ~~placement~~prior ~~warrants~~written ~~will~~notice beof ~~redeemable~~redemption, bywhich the Company sorefers ~~long~~to as ~~they are held by~~ the ~~Company’s~~“30-day ~~sponsor~~redemption orperiod;” ~~its permitted transferees.~~and

~~No fractional~~● ~~Class~~if, Aand ~~common~~only ~~stock~~if, ~~will~~the belast ~~issued~~reported ~~upon~~sale ~~redemption.~~price ~~If,~~(the ~~upon~~“closing ~~redemption,~~price”) aof ~~holder~~the ~~would~~Company’s beClass ~~entitled~~A tocommon ~~receive~~stock aequals ~~fractional interest~~or inexceeds a$18.00 per share, ~~the~~(as ~~Company~~adjusted ~~will~~for ~~round~~adjustments ~~down~~ to the ~~nearest whole~~ number of ~~the~~shares ~~number~~issuable ofupon ~~Class~~exercise Aor ~~common~~the ~~stock~~exercise toprice beof ~~issued~~a towarrant ~~the holder.~~as ~~Please~~described ~~see~~under the ~~section~~heading ~~entitled~~ “Description of Securities — - Warrants — - Public Stockholders’ Warrants - Anti-Dilution Adjustments” for ~~additional~~any ~~information~~20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

~~If the~~The Company ~~calls~~will not redeem the ~~Public~~warrants ~~Warrants~~as ~~for~~described ~~redemption,~~above ~~management~~unless ~~will~~an ~~have~~effective registration statement under the ~~option~~Securities toAct ~~require~~covering ~~all~~the ~~holders~~Class ~~that~~A ~~wish~~common tostock issuable upon exercise of the ~~Public~~ ~~Warrants~~warrants is effective and a current prospectus relating to dothose soClass onA acommon ~~“cashless~~stock ~~basis~~is available throughout the 30-day redemption period. When the warrants become redeemable by the Company,” asthe ~~described~~Company inmay exercise its redemption right even if the ~~warrant~~Company ~~agreement~~is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

~~Private~~None ~~Warrants - The Private Warrants will be identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Warrants and the shares~~ of ~~common stock issuable upon~~ the ~~exercise~~private ~~of the Private Warrants will not be transferable, assignable or salable until after~~placement ~~the~~warrants ~~completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants~~ will be ~~exercisable for~~redeemable ~~cash~~by ~~or on a cashless basis, at~~ the ~~holder’s~~Company ~~option, and will be non-redeemable~~ so long as they are held by the ~~initial~~Company’s ~~purchasers or~~sponsor ~~their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers~~ or ~~their~~its permitted transferees~~, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants~~.

~~The exercise~~No ~~price~~fractional ~~and~~Class ~~number~~A ofcommon stock ~~shares~~will ofbe ~~common~~issued ~~stock~~upon ~~issuable~~redemption. onIf, ~~exercise~~upon ofredemption, ~~the~~a ~~warrants~~holder ~~may~~would be ~~adjusted~~entitled into ~~certain~~receive ~~circumstances~~a ~~including in~~fractional ~~the~~interest ~~event~~in of a ~~stock dividend~~share, ~~extraordinary dividend or~~ the Company’s ~~recapitalization,~~will ~~reorganization,~~round ~~merger~~down orto ~~consolidation. However,~~ the ~~warrants~~nearest ~~will~~whole ~~not~~number beof ~~adjusted~~the ~~for~~number ~~issuances~~ of ~~shares~~Class ofA common stock atto ~~a price below their respective exercise prices. Additionally, in no event will the Company~~ be ~~required~~issued to ~~net cash settle~~ the ~~warrants~~holder. IfPlease ~~the~~see ~~Company is unable to complete a Business Combination within~~ the ~~Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not~~section ~~receive~~entitled ~~any~~“Description of ~~such~~Securities - Warrants - Public ~~funds with respect to their warrants, nor will they receive any distribution from the Company~~Stockholders’s ~~assets held~~Warrants” ~~outside~~for ofadditional ~~the Trust Account with the respect to such warrants~~information. ~~Accordingly, the warrants may expire worthless.~~

14If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

~~In addition,~~Private ifWarrants ~~the~~- The ~~Company~~Private ~~issues~~Warrants ~~additional~~will ~~shares~~be ofidentical ~~common~~to ~~stock~~the orPublic ~~equity-linked~~Warrants ~~securities~~underlying ~~for~~the ~~capital~~Units ~~raising~~sold ~~purposes~~ in ~~connection with~~ the ~~closing~~IPO, ofexcept athat ~~Business~~the ~~Combination~~Private atWarrants anand the ~~issue~~shares ~~price or effective issue price~~ of ~~less than $9.20 per share of~~ common stock ~~(with such~~issuable ~~issue~~upon ~~price or effective issue price to be determined in good faith by~~ the ~~Company’s~~exercise ~~board~~ of ~~directors, and in~~ the ~~case~~Private ~~of any~~Warrants ~~such~~will ~~issuance~~not tobe ~~the~~transferable, ~~initial~~assignable ~~stockholders~~ or ~~their~~salable ~~affiliates,~~until ~~without taking into account any Founder Shares held by them prior~~after ~~to such issuance), (y)~~ the ~~aggregate~~completion ~~gross~~of ~~proceeds~~a ~~from~~Business ~~such~~Combination, ~~issuances~~subject ~~represent~~to ~~more~~certain ~~than~~limited ~~60%~~exceptions. ofAdditionally, the ~~total~~Private ~~equity~~Warrants ~~proceeds,~~will ~~and~~be ~~interest~~exercisable ~~thereon, available~~ for ~~the~~cash ~~funding~~or ofon a ~~Business~~cashless ~~Combination~~basis, onat the ~~date~~holder’s ~~of the consummation of a Business Combination (net of redemptions)~~option, and ~~(z)~~will ~~the~~be ~~volume weighted~~non-~~average~~redeemable ~~trading~~so ~~price~~long ofas ~~the~~they ~~Company’s~~are ~~common~~held ~~stock~~by ~~during~~ the 20initial ~~trading~~purchasers or ~~day~~their ~~period~~permitted ~~starting~~transferees. onIf the ~~trading~~ ~~day~~Private ~~prior~~Warrants toare ~~the~~held ~~day~~by onsomeone ~~which~~other ~~the~~than ~~Company consummates~~ the ~~Business~~initial ~~Combination~~purchasers ~~(such~~or ~~price,~~their ~~the~~permitted ~~“Market Value”) is below $9.20 per share~~transferees, the ~~exercise~~Private ~~price~~Warrants ~~of the warrants~~ will be ~~adjusted~~redeemable ~~(to~~by the ~~nearest~~Company ~~cent)~~and toexercisable beby ~~equal~~such toholders ~~115%~~on of the ~~greater~~same ~~of (i)~~basis ~~the~~as ~~Market Value or (ii)~~ the ~~price~~Public ~~at which the Company issues the additional shares of Common stock or equity-linked securities~~Warrants.

~~Note~~The exercise price and number 8of —shares ~~Fair~~of ~~Value~~common ~~Measurements~~stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:14

~~Level~~In addition, if the Company 1:issues ~~Quoted~~additional ~~prices~~shares inof ~~active~~common ~~markets~~stock or equity-linked securities for ~~identical~~capital ~~assets~~raising purposes in connection with the closing of a Business Combination at an issue price or ~~liabilities~~effective issue price of less than $9.20 Anper ~~active~~share ~~market~~of ~~for~~common anstock ~~asset~~(with such issue price or effective ~~liability~~issue isprice ato ~~market~~be determined in ~~which~~good faith by the Company’s board of directors, and in the case of any such issuance to ~~transactions~~the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the ~~asset~~funding orof ~~liability~~a ~~occur~~Business ~~with~~Combination ~~sufficient~~on ~~frequency~~the date of the consummation of a Business Combination (net of redemptions), and (z) the volume toweighted-average ~~provide~~trading ~~pricing~~price ~~information~~of the Company’s common stock during the 20 trading day period starting on anthe ~~ongoing~~trading ~~basis~~day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Common stock or equity-linked securities.

~~Level 2:~~Note ~~Observable~~8 ~~inputs~~— ~~other~~Fair ~~than~~Value Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.Measurements

~~Level 3:~~The ~~Unobservable~~fair ~~inputs~~value ~~based~~of on the Company’s financial ~~assessment~~assets and liabilities reflects management’s estimate of amounts that the ~~assumptions~~Company ~~that~~would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at ~~would~~the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use inof ~~pricing~~observable inputs (market data obtained from independent sources) and to minimize the ~~asset~~use of unobservable inputs (internal orassumptions ~~liability~~about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

~~The Company~~Level ~~determines~~1: ~~the~~Quoted ~~level~~prices in ~~the fair value hierarchy within which each fair value measurement falls based on the lowest level input~~ ~~that~~active ismarkets ~~significant~~for toidentical ~~the fair value measurements and performs an analysis of the~~ assets ~~and~~or liabilities. atAn ~~each~~active ~~reporting~~market ~~period~~for ~~end. At~~an ~~June~~asset ~~30,~~or ~~2022~~liability ~~and~~is ~~December~~a ~~31,~~market ~~2021,~~in ~~the~~which ~~assets~~transactions ~~held~~for in the asset ~~Trust~~or ~~Account~~liability ~~were~~occur ~~held~~with insufficient afrequency ~~money~~and ~~market~~volume ~~fund.~~to ~~All~~provide ofpricing ~~the~~information ~~Company’s investments~~on ~~held~~an inongoing ~~the Trust Account are classified as trading securities~~basis.

~~The following~~Level ~~tables~~2: ~~present~~Observable ~~information~~inputs other ~~about~~than ~~the~~Level ~~Company’s~~1 ~~assets~~inputs. ~~and~~Examples ~~liabilities~~of ~~that~~Level ~~are~~2 ~~measured~~inputs atinclude ~~fair~~quoted ~~value~~prices onin aactive ~~recurring basis~~markets atfor ~~June~~similar ~~30,~~assets ~~2022~~or ~~and~~liabilities ~~December 31, 2021~~ and ~~indicates~~quoted prices ~~the~~for ~~fair~~identical ~~value~~assets ~~hierarchy~~or ofliabilities ~~the~~in ~~valuation~~markets ~~inputs~~that ~~the~~are ~~Company~~not ~~utilized to determine such fair value~~active.

Description	June 30, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investment in Trust Account - Money Market Fund	$	118,048,024	$	118,048,024	$	-	$	-
Liabilities:
Derivative Warrant Liability - Private Warrants	$	1,226,250	$	-	$	-	$	1,226,250

Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

15The Company determines the level in the fair value hierarchy within which each fair value measurement falls based on the lowest level input that is significant to the fair value measurements and performs an analysis of the assets and liabilities at each reporting period end. At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in a money market fund. All of the Company’s investments held in the Trust Account are classified as trading securities.

Description	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investment in Trust Account - Money Market Fund	$	117,876,981	$	117,876,851	$	-	$	-
Liabilities:
Derivative Warrant Liability - Private Warrants	$	4,741,500	$	-	$	-	$	4,741,500

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the unaudited condensed statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on industry historical volatility that matches the expected remaining life of the warrants. The decrease in the volatility is in line with the entire SPAC industry. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

Description	September 30, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investment in Trust Account - Money Market Fund	$	118,580,072	$	118,580,072	$	-	$	-
Liabilities:
Derivative Warrant Liability - Private Warrants	$	817,500	$	-	$	-	$	817,500

The Company recognized $23,086,200 for the derivative warrant liabilities upon their issuance on October 29, 2021. The Sponsor paid an aggregate of $8,175,000 for Private Placement Warrants with an initial aggregate fair value of $23,086,200. The difference between the purchase price and the initial fair value on the Private Placement closing date of $14,911,200 was described as a Private Placement Warrant adjustment to record the warrants at initial fair value at issuance date and recorded against accumulated deficit.15

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

Description	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investment in Trust Account - Money Market Fund	$	117,876,981	$	117,876,981	$	-	$	-
Liabilities:
Derivative Warrant Liability - Private Warrants	$	4,741,500	$	-	$	-	$	4,741,500

The Company utilizes a Monte ~~following~~Carlo ~~table~~simulation ~~provides~~model ~~quantitative~~to ~~information~~value ~~regarding~~the ~~Level~~warrants 3at each reporting period, with changes in fair value ~~measurements:~~recognized in the unaudited condensed statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on industry historical volatility that matches the expected remaining life of the warrants. The decrease in the volatility is in line with the entire SPAC industry. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

	At			At
	June 30,			December 31,
	2022			2021
Stock Price	$	9.96		$	9.85
Exercise Price		11.5			11.5
Term (years)		5.58			5.83
Volatility		2.8	%		10	%
Risk-Free Rate		2.97	%		1.34	%
Dividend Yield		0.00	%		0.00	%

~~At June~~The ~~30,~~aforementioned ~~2022~~warrant ~~and~~liabilities ~~December~~are ~~31,~~not ~~2021,~~subject ~~the~~to qualified ~~fair~~hedge ~~value of the Private Placement Warrants was $0~~accounting.~~15 and $0.58, respectively.~~

The following table ~~presents~~provides ~~the~~quantitative ~~changes~~information inregarding Level ~~the~~3 fair value ~~of Level 3 warrant liabilities~~measurements:

	Private
	At			At
	Warrants
	September 30,			December 31,
Fair value as of December 31, 2021	$	4,741,500
	2022			2021
Change in fair value		(1,553,250	)
Stock Price	$	10.03		$	9.85
Fair value as of March 31, 2022	$	3,188,250
Exercise Price		11.50			11.5
Change in fair value		(1,962,000	)
Term (years)		5.58			5.83
Fair value as of June 30, 2022	$	1,226,250
Volatility		5.2	%		10	%
Risk-Free Rate		3.95	%		1.34	%
Dividend Yield		0.00	%		0.00	%

~~There were~~At noSeptember ~~transfers~~30, ~~into~~2022 orand December ~~out~~31, of2021, ~~Level 3 from other levels in~~ the fair value ~~hierarchy~~of ~~for~~ the ~~period~~Private ~~December~~Placement ~~31,~~Warrants ~~2021~~was ~~through~~$0.10 ~~June 30~~and $0.58, ~~2022~~respectively.

~~Note~~The following table presents the changes in the fair value 9of —Level ~~Subsequent~~3 ~~Events~~warrant liabilities:

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the interim financial statements were to be issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the interim financial statements.

	Private
	Warrants
Fair value as of December 31, 2021	$	4,741,500
Change in fair value		(1,553,250	)
Fair value as of March 31, 2022	$	3,188,250
Change in fair value		(1,962,000	)
Fair value as of June 30, 2022	$	1,226,250
Change in fair value		(408,750	)
Fair value as of September 30, 2022	$	817,500

16There were no transfers into or out of Level 3 from other levels in the fair value hierarchy for the period December 31, 2021 through September 30, 2022.

~~ITEM 2.~~Note ~~MANAGEMENT’S~~9 ~~DISCUSSION~~— ~~AND~~Subsequent ~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Events

~~References in~~The ~~this report (this “Quarterly Report”) to “we,” “us” or the “~~Company” ~~refer~~evaluated ~~to LAVA~~subsequent ~~Medtech~~events ~~Acquisition Corp. References to our “management” or our “management team” refer to our officers~~ and ~~directors, and~~transactions ~~references~~that tooccurred after the ~~“Sponsor”~~balance ~~refer~~sheet todate ~~LAVA~~through ~~Medtech Sponsor LP. The following discussion and analysis of~~ the ~~Company’s financial~~date ~~condition and results of operations should be read in conjunction with~~ the interim financial statements ~~and~~were ~~the~~to ~~notes~~be ~~thereto~~issued. ~~contained~~Based ~~elsewhere~~on in this ~~Quarterly~~review, ~~Report.~~the ~~Certain~~Company ~~information~~did ~~contained~~not inidentify ~~the~~any ~~discussion~~subsequent ~~and~~events ~~analysis~~that ~~set~~would ~~forth~~have ~~below~~required ~~includes~~adjustment ~~forward-looking statements~~or ~~that~~disclosure ~~involve~~in ~~risks~~the ~~and~~interim financial ~~uncertainties~~statements.

~~Special Note Regarding Forward-Looking Statements~~16

~~This Quarterly~~ITEM Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected2. ~~All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management~~MANAGEMENT’sS ~~Discussion~~DISCUSSION ~~and~~AND ~~Analysis~~ANALYSIS ofOF ~~Financial~~FINANCIAL ~~Condition~~CONDITION ~~and~~AND ~~Results~~RESULTS ofOF Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus, as amended, for our IPO filed with the SEC on October 19, 2021, and any of the risks described in our Annual Report on Form 10-K for the year ended on December 31, 2021, filed with the SEC on April 5, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.OPERATIONS

~~Overview~~References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to LAVA Medtech Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to LAVA Medtech Sponsor LP. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the interim financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~LAVA Medtech~~Special ~~Acquisition~~Note ~~Corp.~~Regarding ~~was~~Forward-Looking incorporated in Delaware on March 31, 2021. The Company was formed for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”).Statements

WeThis Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “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. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to ~~continue~~identify such forward-looking statements. Such forward-looking statements relate to ~~incur~~future ~~significant~~events ~~costs~~or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the ~~pursuit~~forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus, as amended, for our ~~acquisition~~IPO ~~plans.~~filed Wewith ~~cannot~~the ~~assure~~SEC ~~you~~on ~~that~~October 19, 2021, and any of the risks described in our ~~plans~~Annual toReport ~~complete~~on Form 10-K for athe ~~Business~~year ~~Combination~~ended ~~will~~on December 31, 2021, filed with the SEC on April 5, 2022. The Company’s securities filings can be ~~successful~~accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Results of Operations~~Overview

WeLAVA Medtech Acquisition ~~have~~Corp. ~~neither~~was ~~engaged~~incorporated in ~~any~~Delaware ~~operations~~on ~~nor~~March ~~generated~~31, ~~any revenues to date~~2021. ~~Our~~The ~~only~~Company ~~activities~~was ~~through~~formed ~~June~~for ~~30,~~the ~~2022~~purpose ~~were~~of ~~organizational activities,~~entering ~~those~~into ~~necessary~~a ~~to prepare for the IPO~~merger, ~~described~~stock ~~below~~exchange, asset ~~and~~acquisition, ~~after~~stock ~~our IPO~~purchase, ~~identifying~~reorganization aor ~~target~~other ~~company~~similar ~~for an initial~~ business ~~combination.~~transaction Wewith doone ~~not~~or ~~expect~~more tobusinesses ~~generate~~that ~~any operating revenues until after~~ the ~~completion of our initial business combination.~~Company Wehas ~~generate~~not ~~non-operating~~yet ~~income~~identified ~~in the form of interest income on investment held in the Trust Account. We incur expenses as~~ (a ~~result of~~“Business ~~being a public company (for legal, financial reporting, accounting and auditing compliance~~Combination”)~~, as well as for due diligence expenses~~.

~~For the~~We ~~six~~expect ~~months~~to ~~ended~~continue ~~June~~to incur ~~30,~~significant ~~2022,~~costs ~~we had a net income of $2,871,219, which consisted of operating expenses of $800,769, change~~ in ~~fair value~~the ofpursuit ~~warrants~~ of ~~$3,515,250~~our ~~and~~acquisition ~~income~~plans. onWe ~~investment~~cannot ~~held~~assure inyou ~~trust~~that ~~account~~our ofplans ~~$171,440.~~to ~~The~~complete ~~company had~~ a ~~net~~Business ~~loss of $1,000 for~~Combination ~~the~~will ~~period~~be ~~from March 31, 2021 (inception) through June 30, 2021~~successful.

17Results of Operations

~~Liquidity~~We have neither engaged in any operations nor generated any revenues to date. Our only activities through September 30, 2022 were organizational activities, those necessary to prepare for the IPO, described below, and, ~~Capital~~after ~~Resources~~our IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on investment held in the Trust Account. 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.

~~The registration~~For ~~statement~~the ~~for~~nine ~~our~~months ~~IPO~~ended September ~~was declared effective on October 26~~30, ~~2021. On October 29~~2022, ~~2021,~~ we ~~consummated~~had ~~the~~a ~~IPO~~net income of 11$3,~~500~~332,~~000 units~~592, ~~including~~which ~~1,500,000~~consisted ~~Units~~of ~~issued~~operating ~~pursuant~~expenses ~~to the full exercise~~ of ~~the underwriters’ over-allotment option~~$1,182,302, ~~with~~change ~~respect to the Class A common stock included~~ in ~~the~~fair ~~Units~~value ~~being~~of ~~offered at $10.00 per Unit generating gross proceeds~~ warrants of $~~115~~3,~~000~~924,000. ~~Simultaneously with~~and ~~the~~income ~~closing~~on ofinvestment ~~the~~held ~~IPO,~~in wetrust ~~consummated~~account ~~the sale~~ of 7$703,~~500,000~~091 ~~private~~and ~~placement~~income ~~warrants~~held aton acash ~~price~~in the bank of $13,625.00 ~~per~~The ~~Private~~Company ~~Placement~~had ~~Warrant in~~ a ~~private~~net ~~placement~~loss toof ~~our sponsor~~$6,150 ~~LAVA~~for ~~Medtech~~the ~~Sponsor~~period LPfrom March 31, ~~generating~~2021 ~~gross~~(inception) ~~proceeds~~through ofSeptember $730,~~500,000~~ 2021.

~~For the~~Liquidity ~~six~~and ~~months~~Capital ~~ended June 30, 2022, cash used in operating activities was $391,033.~~Resources

AtThe registration statement ~~June~~for ~~30,~~our ~~2022,~~IPO wewas ~~had~~declared ~~investments~~effective ~~held~~on inOctober ~~the~~26, ~~trust~~2021. ~~account~~On ofOctober ~~$118~~29,~~048~~ 2021,~~024.~~ Wewe ~~intend~~consummated tothe ~~use~~IPO ~~substantially all~~ of ~~the~~11,500,000 ~~funds~~units, ~~held~~including in1,500,000 ~~the~~Units ~~trust~~issued ~~account,~~pursuant ~~including~~to ~~any~~the ~~amounts~~full ~~representing~~exercise ~~interest~~of ~~income~~the onunderwriters’ ~~the~~over-allotment ~~trust~~option, ~~account~~with ~~(less~~respect ~~income~~to ~~taxes~~the ~~payable),~~Class toA ~~complete~~common ~~our~~stock ~~business~~included ~~combination.~~in To the ~~extent~~Units ~~that~~being ~~our~~offered ~~capital~~at ~~stock~~$10.00 orper ~~debt~~Unit isgenerating ~~used,~~gross inproceeds ~~whole~~of ~~or in part~~$115,000,000. asSimultaneously ~~consideration~~with tothe ~~complete~~closing ~~our Business~~of ~~Combination~~the IPO, ~~the~~we ~~remaining~~consummated ~~proceeds~~the ~~held~~sale inof ~~the~~7,500,000 ~~Trust~~private ~~Account~~placement ~~will~~warrants beat ~~used~~a asprice ~~working~~of ~~capital~~$1.00 toper ~~finance~~Private ~~the~~Placement ~~operations~~Warrant ofin ~~the~~a ~~target~~private ~~business~~placement orto ~~businesses~~our sponsor, ~~make~~LAVA ~~other~~Medtech ~~acquisitions~~Sponsor ~~and~~LP, ~~pursue~~generating ~~our~~gross ~~growth~~proceeds ~~strategies~~of $7,500,000.

~~At June~~Following ~~30,~~the ~~2022,~~closing weof the ~~had~~IPO ~~cash~~and exercise of the over-allotment, $1117,~~150~~875,~~198~~000 ~~outside~~($10.25 ofper ~~the~~Unit) ~~trust~~from ~~account.~~the Wenet ~~intend~~proceeds toof ~~use~~ the ~~funds~~sale ~~held~~of ~~outside~~ the ~~trust~~Units ~~account~~in ~~primarily to~~the ~~identify~~ IPO and ~~evaluate~~the ~~target~~Private ~~businesses,~~Placement ~~perform~~Warrants ~~business~~was ~~due~~placed ~~diligence~~in ona ~~prospective~~trust ~~target~~account ~~businesses, travel to~~ and ~~from~~will ~~the~~be ~~offices, plants~~invested orin ~~similar~~a ~~locations~~money ofmarket ~~prospective~~fund ~~target~~that ~~businesses~~only orinvests ~~their~~in ~~representatives or owners, review corporate documents and material~~U.S ~~agreements~~Treasuries ~~of prospective target businesses,~~ and ~~structure, negotiate and complete a business combination~~cash.

~~We do~~For ~~not~~the ~~believe~~nine wemonths ~~will~~ended September ~~need~~30, to2022, ~~raise~~cash ~~additional~~provided ~~funds~~by ~~in order to meet the expenditures required for~~ operating ~~our~~activities ~~business.~~was ~~However~~$291, if709. ~~our~~Net ~~estimate~~income of ~~the~~$3,332,592 ~~costs~~was ofaffected ~~identifying~~by athe ~~target~~change ~~business, undertaking~~ in~~-depth~~ ~~due~~fair ~~diligence and negotiating a Business Combination~~value ~~are~~of ~~less~~warrant ~~than~~liabilities ~~the~~of ~~actual amount necessary to do so~~$3, ~~we may have insufficient funds available to operate our business prior to our Business Combination. Moreover~~924,000 weoffset ~~may~~by ~~need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem~~ a ~~significant~~change ~~number~~in ofdeferred ~~our~~tax ~~Public~~asset ~~Shares upon consummation~~ of ~~our Business Combination~~$19,152. Changes in ~~which~~operating ~~case~~assets weand ~~may issue additional~~liabilities ~~securities~~provided or$863,965 ~~incur~~of ~~debt~~cash infor ~~connection~~operating ~~with such Business Combination~~activities.

~~Off-Balance~~At September 30, 2022, we ~~Sheet~~had ~~Arrangements~~investments held in the trust account of $118,580,072. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest income on the trust account (less income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our 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 have~~At noSeptember ~~obligations~~30, ~~assets or liabilities~~2022, ~~which~~we had ~~would~~cash beof ~~considered~~$1,129,849 ~~off-balance~~outside ~~sheet arrangements as~~ of ~~June~~the ~~30,~~trust ~~2022~~account. We dointend ~~not~~to ~~participate in~~use ~~transactions~~the ~~that~~funds ~~create~~held ~~relationships~~outside ~~with~~the ~~entities~~trust oraccount ~~financial~~primarily ~~partnerships, often referred~~ to asidentify and ~~variable~~evaluate ~~interest~~target ~~entities~~businesses, ~~which would~~perform ~~have~~business ~~been~~due ~~established~~diligence ~~for~~on ~~the~~prospective ~~purpose~~target ofbusinesses, ~~facilitating~~travel ~~off-balance~~to ~~sheet~~and ~~arrangements.~~from Wethe ~~have~~offices, ~~not~~plants or ~~entered~~similar ~~into~~locations ~~any~~of ~~off-balance sheet~~prospective ~~financing~~target ~~arrangements,~~businesses ~~established~~or ~~any~~their ~~special~~representatives ~~purpose~~or ~~entities~~owners, ~~guaranteed~~review ~~any~~corporate ~~debt~~documents orand ~~commitments~~material agreements of ~~other~~prospective ~~entities~~target businesses, orand ~~purchased any~~structure, ~~non-financial~~negotiate ~~assets~~and complete a business combination.

18If 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 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 consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

~~JOBS Act~~Going Concern

~~On April~~In 5,connection ~~2012,~~with the ~~JOBS~~Company’s assessment ~~Act~~of ~~was~~going ~~signed~~concern ~~into~~considerations ~~law.~~in ~~The~~accordance ~~JOBS~~with ~~Act~~the ~~contains~~Financial ~~provisions~~Accounting ~~that,~~Standards ~~among~~Board’s ~~other~~(“FASB’s”) Accounting ~~things,~~Standards ~~relax~~Update ~~certain~~(“ASU”) ~~reporting~~2014-15, ~~requirements for~~“Disclosures ~~qualifying~~of ~~public~~Uncertainties ~~companies.~~about Wean ~~will~~Entity’s ~~qualify~~Ability to Continue as ana ~~“emerging~~Going ~~growth company~~Concern,” ~~and~~we ~~under~~have ~~the~~determined ~~JOBS~~that ~~Act~~if ~~will~~the beCompany ~~allowed~~is unable to ~~comply~~ ~~with~~complete ~~new~~a orBusiness ~~revised~~Combination ~~accounting~~by ~~pronouncements~~April ~~based~~29, on2023, then the ~~effective~~Company ~~date~~will ~~for~~cease ~~private~~all ~~(not~~operations ~~publicly~~except ~~traded)~~for ~~companies~~the purpose of liquidating. WeThe ~~are electing~~liquidity tocondition ~~delay~~and the ~~adoption~~date offor ~~new~~mandatory orliquidation and ~~revised~~subsequent ~~accounting~~dissolution ~~standards,~~raises ~~and~~substantial asdoubt aabout ~~result,~~the weCompany’s ~~may~~ability ~~not~~to ~~comply~~continue ~~with~~as ~~new~~a orgoing ~~revised~~concern ~~accounting~~for a reasonable ~~standards~~period onof ~~the~~time, ~~relevant~~which ~~dates~~is onconsidered ~~which~~to ~~adoption~~be ofone ~~such~~year ~~standards~~from isthe ~~required~~issuance ~~for~~date ~~non-emerging~~of ~~growth~~the ~~companies~~financial statements. AsThese ~~such,~~unaudited ~~our~~condensed ~~interim~~ financial statements ~~may~~do not beinclude ~~comparable~~any adjustments relating to ~~companies~~the recovery of the recorded assets or the classification of the liabilities that might ~~comply~~be ~~with~~necessary ~~public~~should ~~company~~the ~~effective~~Company ~~dates~~be unable to continue as a going concern.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the SarbanesOff-~~Oxley~~Balance ~~Act,~~Sheet (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.Arrangements

~~Contractual~~ We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022. We do not participate in transactions that create relationships with 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.

~~We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.~~18

~~Critical Accounting~~JOBS ~~Policies~~Act

~~The~~On April 5, 2012, the JOBS ~~preparation~~Act ofwas ~~financial~~signed ~~statements~~into ~~and~~law. ~~related~~The ~~disclosures~~JOBS inAct ~~conformity~~contains ~~with~~provisions ~~accounting~~that, ~~principles~~among ~~generally~~other ~~accepted~~things, inrelax ~~the~~certain ~~United~~reporting requirements for qualifying ~~States~~public ofcompanies. ~~America~~We ~~requires~~will ~~management~~qualify toas ~~make~~an ~~estimates~~“emerging ~~and~~growth ~~assumptions~~company” ~~that~~and ~~affect~~under the ~~reported~~JOBS ~~amounts~~Act ofwill ~~assets~~be ~~and~~allowed ~~liabilities,~~to ~~disclosure~~comply with new ofor ~~contingent~~revised ~~assets~~accounting ~~and~~pronouncements ~~liabilities~~based aton the effective date offor private (not publicly traded) companies. We are electing to delay the ~~financial~~adoption ~~statements~~of new or revised accounting standards, and ~~income~~as ~~and~~a ~~expenses~~result, ~~during~~we may not comply with new or revised accounting standards on the relevant ~~periods~~dates ~~reported~~on which adoption of such standards is required for non-emerging growth companies. ~~Actual~~As such, our interim financial statements ~~results~~may ~~could~~not ~~materially~~be ~~differ~~comparable ~~from~~to ~~those~~companies ~~estimates~~that comply with public company effective dates.

~~Accounting~~Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median employee compensation. These exemptions will apply for ~~Warrants~~a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

~~We account~~Contractual for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are free-standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to our own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment and the Private Placement Warrants qualify for liability accounting treatment.obligations

~~Common~~We do not have any long-term ~~Stock~~debt, ~~Subject~~capital tolease ~~Possible~~obligations, ~~Redemption~~operating lease obligations or long-term liabilities.

~~We account~~Critical ~~for our common stock subject to possible redemption in accordance with the guidance in~~ Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of our balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.Policies

19The 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.

~~Net income~~Accounting ~~(loss)~~for ~~per Common Share~~Warrants

~~Net~~We ~~income~~account ~~(loss)~~for ~~per~~warrants as ~~share~~either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable isauthoritative ~~computed~~guidance byin ~~dividing~~ASC ~~net~~480 ~~income~~and ASC 815, “Derivatives and Hedging” (~~loss~~“ASC 815”). byThe ~~the~~assessment ~~weighted-average~~considers whether ~~number~~the ofinstruments ~~shares~~are offree-standing ~~common~~financial ~~stock~~instruments ~~outstanding~~pursuant ~~during~~to ~~the~~ASC ~~period~~480, ~~excluding shares~~meet the definition of ~~common~~a ~~stock~~liability ~~subject~~pursuant to ~~forfeiture~~ASC 480, byand whether the ~~Sponsor.~~instruments Atmeet ~~June~~all ~~30,~~of ~~2022~~the requirements for equity classification under ASC 815, weincluding ~~did~~whether ~~not~~the ~~have~~instruments are ~~any~~indexed ~~dilutive~~to ~~securities~~our own common shares and~~/or~~ ~~other~~whether ~~contracts that~~the instrument holders could, potentially, berequire ~~exercised~~“net orcash ~~converted~~settlement” ~~into~~in a ~~shares~~circumstance outside of ~~common~~our ~~stock~~control, ~~and~~among ~~then~~other ~~share~~conditions infor ~~our~~equity ~~earnings~~classification. AsThis ~~a result~~assessment, ~~diluted~~which ~~income~~requires the use of professional ~~(loss)~~judgment, ~~per~~was ~~share~~conducted isat the ~~same~~time of warrant issuance and as ~~basic~~of ~~income~~each ~~(loss)~~subsequent ~~per~~period ~~share~~end date while the instruments are outstanding. Management has concluded that the Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment and the ~~periods~~Private ~~presented~~Placement Warrants qualify for liability accounting treatment.

~~Recent Accounting~~Common ~~Standards~~Stock Subject to Possible Redemption

~~Management~~We account for our common ~~does~~stock ~~not~~subject ~~believe~~to ~~that~~possible ~~any~~redemption ~~other~~in ~~recently~~accordance ~~issued~~with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing ~~but~~Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not ~~yet~~solely ~~effective~~within our control) is classified as temporary equity. At all other times, ~~accounting~~common ~~standards~~stock is classified as stockholders’ deficit. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common ifstock ~~currently~~subject ~~adopted~~to possible redemption is presented as temporary equity, ~~would~~outside ~~have~~of athe ~~material effect~~stockholders’ ondeficit section of our balance ~~unaudited~~sheets. ~~condensed~~The ~~financial~~Company ~~statements~~recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~19

~~As of~~Net ~~June~~income ~~30,~~(loss) ~~2022,~~per weCommon were not subject to any market or interest rate risk. The net proceeds held in the Trust Account have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less, or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.Share

~~Item~~Net income (loss) per share 4is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. ~~Controls~~At September 30, 2022, we did not have any dilutive securities and/or ~~Procedures~~other contracts that could, potentially, be exercised or converted into shares of common stock and then share in our earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

~~Disclosure controls~~Recent ~~and~~Accounting procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.Standards

~~Evaluation~~Management does not believe ofthat ~~Disclosure~~any ~~Controls~~other ~~and~~recently ~~Procedures~~issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

~~Under the~~Item supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act3. ~~Based upon~~Quantitative ~~their evaluation, our principal executive officer~~ and ~~principal~~Qualitative ~~financial~~Disclosures ~~and~~About ~~accounting~~Market ~~officer concluded that our disclosure controls and procedures were effective.~~Risk

~~Changes~~As of September 30, 2022, we were not subject to any market or interest rate risk. The net proceeds held in ~~Internal~~the ~~Control~~Trust ~~Over~~Account ~~Financial~~have ~~Reporting~~been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less, or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

~~During the~~Item ~~fiscal~~4. ~~quarter~~Controls ~~ended~~and June 30, 2022, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Procedures

20Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

~~PART II~~Evaluation -of ~~OTHER~~Disclosure ~~INFORMATION~~Controls and Procedures

~~ITEM~~Under the supervision and 1with the participation of our management, including our principal executive officer and principal financial and accounting officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. ~~LEGAL~~Based ~~PROCEEDINGS~~upon their evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective.

~~None.~~Changes in Internal Control Over Financial Reporting

~~ITEM~~During the fiscal quarter ~~1A.~~ended ~~RISK~~September ~~FACTORS~~30, 2022, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus, as amended, for our IPO filed with the SEC on October 19, 2021 (the “Final Prospectus”) and any of the risks described in our Annual Report on Form 10-K for the year ended on December 31, 2021, filed with the SEC on April 5, 2022 (the “Annual Report”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Final Prospectus or the Annual Report.20

~~ITEM 2.~~PART ~~UNREGISTERED~~II ~~SALES~~- OFOTHER ~~EQUITY SECURITIES AND USE OF PROCEEDS~~INFORMATION

~~The securities~~ITEM ~~in the IPO were registered under the Securities Act on a registration statement on Form S-~~1 ~~(No~~. ~~333-259983).~~LEGAL The registration statement for the Company’s IPO was declared effective on October 26, 2021. On October 29, 2021, LAVA Medtech Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). The Company consummated the IPO of 10,000,000 units (“Units”) with respect to the Class A common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $100,000,000.PROCEEDINGS

~~Simultaneously with the closing of the IPO, the Company consummated the sale of 7,500,000 private placement warrants (“Private Placement Warrants”) at a price of $1~~None.~~00 per Private Placement Warrant in a private placement to the Company’s sponsor, LAVA Medtech Sponsor LP (the “Sponsor”), generating gross proceeds of $8,175,000, which is described in Note 4.~~

~~Offering costs~~ITEM for the IPO amounted to $5,955,330, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $455,330 of other costs1A. AsRISK described in Note 1, the $3,500,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by April 29, 2023, subject to the terms of the underwriting agreement.FACTORS

~~Simultaneously~~Factors that could cause ~~with~~our ~~the~~actual ~~closing~~results to differ materially from those in this Quarterly Report are any of the ~~IPO~~risks described in our final prospectus, ~~the~~as amended, ~~Company~~for ~~consummated~~our ~~the~~IPO ~~closing~~filed ofwith the ~~sale~~SEC ofon 1October 19,~~500,000~~ ~~additional~~2021 ~~Units~~(the ~~upon~~“Final ~~receiving~~Prospectus”) ~~notice~~and any of the ~~underwriter’s~~ ~~election~~risks todescribed ~~fully~~in ~~exercise~~our Annual ~~its~~Report ~~over-allotment~~on ~~option~~Form ~~(“Over~~10-K ~~allotment~~for ~~Units”)~~the year ended on December 31, ~~generating~~2021, ~~additional gross~~filed ~~proceeds~~with ofthe ~~$15~~SEC on April 5,~~000~~ 2022 (the “Annual Report”),~~000~~ except ~~and~~as ~~incurring~~set ~~additional~~forth ~~offering~~below. ~~costs~~Any of ~~$825,000~~these factors could result in ~~underwriting~~a ~~fees~~significant ~~all~~or ofmaterial ~~which~~adverse iseffect ~~deferred~~on ~~until completion~~our results of ~~the~~operations or ~~Company’s~~financial ~~Business Combination~~condition. ~~Simultaneously~~Additional ~~with~~risk ~~the~~factors ~~exercise~~not ofpresently ~~the~~known ~~over-allotment,~~to ~~the~~us ~~Company~~or ~~consummated~~that we currently deem immaterial may also impair our business ~~the~~or ~~private~~results ~~placement~~of operations. As of anthe ~~additional~~date ~~675~~of this Quarterly Report,~~000~~ ~~Private~~there ~~Placement~~have ~~Warrants~~been no material changes to the ~~Sponsor,~~risk ~~generating~~factors ~~gross~~disclosed in ~~proceeds~~the ofFinal ~~$675,000~~Prospectus or the Annual Report.

~~Following the~~We ~~closing~~may ofbe ~~the~~subject ~~IPO~~to ~~and exercise of~~ the ~~over-allotment,~~Excise ~~$117,875,000~~Tax ~~($10.25 per Unit) from the net proceeds of the sale of the Units~~included in the ~~IPO~~Inflation ~~and~~Reduction ~~the~~Act ~~Private~~of ~~Placement~~2022 ~~Warrants was placed~~ in ~~a trust account (“Trust Account”) and will be invested in U.S. government securities, within~~ the ~~meaning~~event ~~set forth in Section 2(a)(16)~~ of ~~the Investment Company Act of 1940, as amended (the “Investment Company Act”), with~~ a ~~maturity~~liquidation ~~of 180 days~~ or ~~less or~~ in ~~any~~connection ~~open-ended~~with ~~investment~~redemptions ~~company that holds itself out as a money market fund selected by the Company meeting the conditions~~ of ~~paragraphs~~our ~~(d)(2),~~common ~~(d)(3)~~stock ~~and~~after ~~(d)(4) of Rule 2a-7 of the Investment Company Act,~~December ~~as determined by the Company~~31, ~~until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account~~2022.

~~For~~On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”), which, among other things, imposes a ~~description~~1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the ~~use~~repurchased stock, with certain exceptions. Because we are a Delaware corporation and our securities are trading on Nasdaq, we will be a “covered corporation” within the meaning of the ~~proceeds~~IRA. ~~generated~~While innot free from doubt, absent any further guidance from Congress, the Excise Tax may apply to any redemptions of our ~~IPO~~common stock after December 31, ~~see~~2022, ~~Part~~unless Ian exemption is available. Consequently, ~~Item~~the 2Excise Tax may make a transaction with us less appealing to potential business combination targets. Further, the application of ~~this~~the ~~Quarterly~~Excise ~~Report~~Tax in the event of a liquidation is uncertain. Except for franchise taxes and income taxes, we may be prohibited from using the proceeds placed in the trust account and the interest earned thereon to pay for fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the IRA on any redemptions or stock buybacks by the Company.

21The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the trust account or liquidate the Company at an earlier time than we might otherwise choose.

~~ITEM~~On March 30, 2022, the SEC 3issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures in SEC filings in connection with business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. ~~DEFAULTS~~Certain ~~UPON~~of ~~SENIOR~~the ~~SECURITIES~~procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, as proposed or as adopted, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial business combination, and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the trust account or liquidate the Company at an earlier time than we might otherwise choose.

~~None.~~21

~~ITEM~~If we are deemed to be an investment company 4for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. ~~MINE~~As ~~SAFETY~~a ~~DISCLOSURES~~result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.

~~Not~~As described further above, ~~applicable~~the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

~~ITEM~~Because the SPAC Rule Proposals 5have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours that does not complete its business combination within 24 months after the effective date of the IPO Registration Statement. ~~OTHER~~If ~~INFORMATION~~we have not entered into a definitive business combination agreement within 18 months after the effective date of our Registration Statement and if we do not expect to complete our initial business combination within 24 months of such date, it is possible that a claim could be made that we have been operating as an unregistered investment company.

~~None~~If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.

~~ITEM~~To mitigate the risk that we might be deemed 6to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash until the earlier of the consummation of our initial business combination or our liquidation. ~~EXHIBITS~~As a result, following the liquidation of securities in the trust account, we would likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

The funds in the trust account ~~following~~have, ~~exhibits~~since ~~are~~our ~~filed~~initial aspublic ~~part~~offering, been held only in U.S. government treasury obligations with a maturity of, 185 days or ~~incorporated~~less byor in ~~reference~~money ~~into~~market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, ~~this~~to ~~Quarterly~~mitigate ~~Report~~the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will, on ~~Form~~or 10prior to the 24-Qmonth anniversary of the effective date of the Registration Statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

Exhibit No.		Description
31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934
31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934
32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*In ~~Filed~~addition, ~~herewith~~even prior to the 24-month anniversary of the effective date of the Registration Statement, we may be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time, even prior to the 24-month anniversary, and instead hold all funds in the trust account in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

**Recent ~~Furnished~~increases ~~herewith~~in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination.

22Recent increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult for us to consummate an initial business combination.

~~SIGNATURES~~Military conflict in Ukraine or elsewhere (including increasing tensions between China and Taiwan), and a resulting climate of geopolitical uncertainty, may lead to increased price volatility for publicly traded securities, which could make it more difficult for us to consummate an initial business combination.

InMilitary conflict in Ukraine ~~accordance~~or ~~with~~elsewhere ~~the~~(including ~~requirements~~increasing oftensions ~~the~~between ~~Exchange~~China ~~Act~~and Taiwan), ~~the~~and ~~registrant~~a ~~caused~~resulting ~~this~~climate ~~report~~of geopolitical uncertainty, may lead to beincreased ~~signed~~price onvolatility ~~its~~for ~~behalf~~publicly bytraded ~~the~~securities, ~~undersigned~~including ours, and to other national, regional and international economic ~~thereunto~~disruptions ~~duly~~and ~~authorized~~economic uncertainty, any of which could make it more difficult for us to identify a business combination target and consummate an initial business combination on acceptable commercial terms or at all.

	LAVA MEDTECH ACQUISITION CORP.
Date: August 15, 2022	By:	/s/ Anthony Natale
	Name:	Anthony Natale
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: August 15, 2022	By:	/s/ Vasco Larcina
	Name:	Vasco Larcina
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

23The securities in the IPO were registered under the Securities Act on a registration statement on Form S-1 (No. 333-259983). The registration statement for the Company’s IPO was declared effective on October 26, 2021. On October 29, 2021, LAVA Medtech Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). The Company consummated the IPO of 10,000,000 units (“Units”) with respect to the Class A common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $100,000,000.

Simultaneously with the closing of the IPO, the Company consummated the sale of 7,500,000 private placement warrants (“Private Placement Warrants”) 0at a price of $1.~~12 0.20 0.~~00 per Private Placement Warrant in a private placement to the Company’s sponsor, LAVA Medtech Sponsor LP (the 0“Sponsor”), generating gross proceeds of $8,175,000, which is described in Note 4.12 0.20 false --12-31 Q2 0001855450 0001855450 2022-01-01 2022-06-30 0001855450 us-gaap:CommonClassAMember 2022-08-15 0001855450 us-gaap:CommonClassBMember 2022-08-15 0001855450 2022-06-30 0001855450 2021-12-31 0001855450 us-gaap:CommonClassAMember 2022-06-30 0001855450 us-gaap:CommonClassAMember 2021-12-31 0001855450 us-gaap:CommonClassBMember 2022-06-30 0001855450 us-gaap:CommonClassBMember 2021-12-31 0001855450 2022-04-01 2022-06-30 0001855450 2021-04-01 2021-06-30 0001855450 2021-03-31 2021-06-30 0001855450 us-gaap:CommonClassAMember 2022-04-01 2022-06-30 0001855450 us-gaap:CommonClassAMember 2021-04-01 2021-06-30 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Offering costs for the IPO amounted to $5,955,330, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $455,330 of other costs. As described in Note 1, the $3,500,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by April 29, 2023, subject to the terms of the underwriting agreement.

Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 1,500,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its over-allotment option (“Over- allotment Units”), generating additional gross proceeds of $15,000,000 and incurring additional offering costs of $825,000 in underwriting fees all of which is deferred until completion of the Company’s Business Combination. Simultaneously with the exercise of the over-allotment, the Company consummated the private placement of an additional 675,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $675,000.

Following the closing of the IPO and exercise of the over-allotment, $117,875,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account.

For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Quarterly Report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Description
31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant tp Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LAVA MEDTECH ACQUISITION CORP.

Date: November 14, 2022	By:	/s/ Anthony Natale
	Name:	Anthony Natale
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 14, 2022	By:	/s/ Vasco Larcina
	Name:	Vasco Larcina
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Filing Compare · LAVA Medtech Acquisition Corp.