25 unchanged sentences
Liquidity and Capital Resources
−Removed: 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).
+Added: As of June 30, 2022, we had $7,758 in our operating bank account and working capital deficit of $492,202 (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 March 31, 2022 and December 31, 2021, there were no borrowings under the Working Capital Loans.
−Removed: 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: As of June 30, 2022 and December 31, 2021, there were no borrowings under the Working Capital Loans.
+Added: We have approximately $8,000 in cash and approximately $1,000,000 in current liabilities as of June 30, 2022 and have incurred and expects to incur additional significant costs in pursuit of financing and acquisition plans.
Additionally, we have until February 11, 2023 to consummate a Business Combination.
5 unchanged sentences
Results of Operations
−Removed: 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.
+Added: Our entire activity since inception through June 30, 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 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.
−Removed: Partially offsetting our income is operating costs and of $389,073.
−Removed: 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.
−Removed: 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: For the three months ended June 30, 2022, we had net income of $1,867,104, which is driven by an unrealized gain of $2,173,893 on our warrants and $137,380 in interest income from investments held in our Trust Account.
+Added: Partially offsetting our income is operating costs and of $427,204 and provision for income tax of $16,965.
+Added: For the six months ended June 30, 2022, we had net income of $4,640,497, which is driven by an unrealized gain of $5,206,773 on our warrants and $266,966 in interest income from investments held in our Trust Account.
+Added: Partially offsetting our income is operating costs and of $816,277 and provision for income tax of $16,965.
+Added: For the three months ended June 30, 2021, we had net loss of $4,025,194, which is driven by an unrealized loss of $3,655,467 on our warrants and $398,443 in formation and operating costs.
+Added: Partially offsetting our loss is $28,716 in interest income from investments held in our Trust Account.
+Added: For the six months ended June 30, 2021, we had net income of $2,294,016, which is driven by an unrealized gain of $3,511,333 on our warrants and $37,035 in interest income from investments held in our Trust Account.
+Added: Partially offsetting our income is $599,306 in formation and operating costs and $655,046 in offering costs.
Going Concern
−Removed: 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: We have approximately $8,000 in cash and approximately $1.0 million in current liabilities as of June 30, 2022 and have incurred and expects to incur additional significant costs in pursuit of financing and acquisition plans.
Additionally, we have until February 11, 2023 to consummate a Business Combination.
45 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 months ended March 31, 2022 and 2021.
+Added: No warrants were exercised during the three and six months ended June 30, 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.
2 unchanged sentences
Recent Accounting Pronouncements
−Removed: In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.
−Removed: 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 U.S.GAAP.
−Removed: 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.
−Removed: The Company adopted ASU 2020-06 on January 1, 2021.
−Removed: Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
−Removed: The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
+Added: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326):
+Added: Measurement of Credit Losses on Financial Instruments, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.
+Added: ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio.
+Added: The Company expects to adopt the provisions of this guidance on January 1, 2023.
+Added: The adoption is not expected to have a material impact on the Company’s condensed financial statements.
+Added: Besides the above, the Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Off-Balance Sheet Arrangements
−Removed: 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.
+Added: As of June 30, 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.