25 unchanged sentences
Liquidity and Capital Resources
−Removed: 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).
+Added: As of September 30, 2022, we had $27,759 in our operating bank account and working capital deficit of $930,301 (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 June 30, 2022 and December 31, 2021, there were no borrowings under the Working Capital Loans.
−Removed: 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.
+Added: As of September 30, 2022 and December 31, 2021, there were no borrowings under the Working Capital Loans.
+Added: We have approximately $28,000 in cash and approximately $1,300,000 in current liabilities as of September 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 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.
+Added: Our entire activity since inception through September 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 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: For the three months ended September 30, 2022, we had net income of $1,642,459, which is driven by an unrealized gain of $1,216,614 on our warrants and $1,151,217 in interest income from investments held in our Trust Account.
Partially offsetting our income is operating costs and of $488,099 and provision for income tax of $237,273.
−Removed: 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: For the nine months ended September 30, 2022, we had net income of $6,282,956, which is driven by an unrealized gain of $6,423,387 on our warrants and $1,418,183 in interest income from investments held in our Trust Account.
Partially offsetting our income is operating costs and of $1,304,376 and provision for income tax of $254,238.
−Removed: 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.
−Removed: Partially offsetting our loss is $28,716 in interest income from investments held in our Trust Account.
−Removed: 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.
−Removed: Partially offsetting our income is $599,306 in formation and operating costs and $655,046 in offering costs.
+Added: 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 nine months ended September 30, 2021, we had net income of $7,952,957, which is driven by an unrealized gain of $9,599,733 on our warrants and $58,469 in interest income from investments held in our Trust Account.
+Added: Partially offsetting our income is $1,050,199 in formation and operating costs and warrant issue costs of $655,046.
Going Concern
−Removed: 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.
+Added: We have approximately $28,000 in cash and approximately $1,300,000 in current liabilities as of September 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.
41 unchanged sentences
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.
−Removed: Net Income (Loss) Per Share
+Added: Net Income Per Share
We have two classes of common shares, which are referred to as Class A common stock and Class B common stock.
1 unchanged sentence
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 and six months ended June 30, 2022 and 2021.
+Added: No warrants were exercised during the three and nine months ended September 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.
9 unchanged sentences
Off-Balance Sheet Arrangements
−Removed: 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.
+Added: As of September 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.