25 unchanged sentences
Liquidity and Capital Resources
−Removed: As of September 30, 2021, we had $663,540 in our operating bank account and working capital of approximately $954,716 (excluding taxes payable which is funded by earnings from the Trust Account)..
+Added: As of March 31, 2022, we had $166,243 in our operating bank account and working capital deficit of $223,315 (excluding taxes payable which is funded by earnings from the Trust Account).
Prior to the completion of the Initial Public Offering, our liquidity needs have been satisfied through a capital contribution from the Sponsor of $25,000 for the founder shares and loans under an unsecured promissory note from the Sponsor of $73,295.
3 unchanged sentences
In June 2021 we had $100,000 of Working Capital Loans outstanding which were converted into 66,667 Working Capital Warrants.
−Removed: As of September 30, 2021 and December 31, 2020, there were no borrowings under the Working Capital Loans.
−Removed: Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.
−Removed: Over this time period, we will be using these funds to pay existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
−Removed: Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet.
+Added: As of March 31, 2022 and December 31, 2021, there were no borrowings under the Working Capital Loans.
+Added: We have approximately $166,000 in cash and approximately $803,000 in current liabilities as of March 31, 2022 and have incurred and expects to incur additional significant costs in pursuit of financing and acquisition plans.
+Added: Additionally, we have until February 11, 2023 to consummate a Business Combination.
+Added: In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements– Going Concern,” we have determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern.
+Added: We intend to complete a Business Combination before the mandatory liquidation date.
+Added: No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after February 11, 2023.
+Added: Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheets.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Results of Operations
−Removed: Our entire activity since inception through September 30, 2021 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.
+Added: Our entire activity since inception through March 31, 2022 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.
We have neither engaged in any operations nor generated any revenues to date.
3 unchanged sentences
We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
−Removed: For the nine months ended September 30, 2021, we had net income of $7,952,957, which is driven by an unrealized gains of $9,599,733 on our warrants and $58,469 in interest income from investments held in our Trust Account.
−Removed: Partially offsetting our income is $1,050,199 in formation and operating costs and warrant issue costs of $655,046.
−Removed: For the three months ended September 30, 2021, we had net income of $5,658,942, which is driven by an unrealized gain of $6,088,400 and $21,434 in interest income from investments held in our Trust Account, partially offset by $450,892 in formation and operating costs
+Added: For the three months ended March 31, 2022, we had net income of $2,773,393, which is driven by an unrealized gains of $3,032,880 on our warrants and $129,586 in interest income from investments held in our Trust Account.
+Added: Partially offsetting our income is operating costs and of $389,073.
+Added: For the three months ended March 31, 2021, we had net income of $6,319,210, which is driven by an unrealized gains of $7,166,800 on our warrants and $8,319 in interest income from investments held in our Trust Account.
+Added: Partially offsetting our income is $108,450 in general and administrative costs, $41,963 of general and administrative services expenses - related party, $50,450 of franchise tax expense, and $655,046 in initial public offering transaction costs.
+Added: Going Concern
+Added: We have approximately $166,243 in cash and approximately $791,843 in current liabilities as of March 31, 2022 and have incurred and expects to incur additional significant costs in pursuit of financing and acquisition plans.
+Added: Additionally, we have until February 11, 2023 to consummate a Business Combination.
+Added: In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements– Going Concern,” we have determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern.
+Added: We intend to complete a Business Combination before the mandatory liquidation date.
+Added: No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after February 11, 2023.
Contractual Obligations
Administrative Services Agreement
−Removed: Commencing on the date that our securities are first listed on the Nasdaq Stock Market, we agreed to pay the Sponsor up to $25,000 per month for administrative and other services, of which $10,000 per month will be paid to the Sponsor for office space and administrative services provided to members of the management team and up to $15,000 will be used to compensate the Company’s Chief Operating Officer and Chief Financial Officer and Chief Legal Officer and Secretary for a portion of their time spent on the Company’s affairs.
+Added: Commencing on the date that our securities are first listed on the Nasdaq Stock Market, we agreed to pay the Sponsor up to $25,000 per month for administrative and other services, of which $10,000 per month will be paid to the Sponsor for office space and administrative services provided to members of the management team and up to $15,000 will be used to compensate the Company’s Chief Operating Officer and Chief Financial Officer and Secretary for a portion of their time spent on the Company’s affairs.
Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
10 unchanged sentences
Critical Accounting Policies
+Added: The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.
+Added: Actual results could materially differ from those estimates.
+Added: We have not identified any critical accounting policies.
Derivative Financial Instruments
1 unchanged sentence
Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations.
−Removed: Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
+Added: Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
We have determined the warrants are a derivative instrument.
14 unchanged sentences
Our Class A common stock features certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
−Removed: Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the condensed balance sheet.
+Added: Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ (deficit) equity section of the condensed balance sheets.
Net Income (Loss) Per Share
2 unchanged sentences
Private and public warrants to purchase 14,480,000 Class A common stock at $11.50 per share were issued on February 8, 2021.
−Removed: No warrants were exercised during the three or nine months ended September 30, 2021.
+Added: No warrants were exercised during the three months ended March 31, 2022 and 2021.
The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events.
4 unchanged sentences
2020-06, Debt --Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in an Entity’s Own Equity (Subtopic 815-40):
−Removed: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
+Added: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S.GAAP.
The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.
3 unchanged sentences
Off-Balance Sheet Arrangements
−Removed: As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
+Added: As of March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.