34 unchanged sentences
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from inception through March 31, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, the Company’s search for a target business with which to complete a Business Combination and activities in connection with the proposed Transactions.
+Added: Our only activities from inception through June 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, our the Company’s search for a target business with which to complete a Business Combination and activities in connection with the proposed Transactions.
We do not expect to generate any operating revenues until after the completion of our initial Business Combination.
2 unchanged sentences
We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.
−Removed: For the three months ended March 31, 2022, we had net income of $3,799,755, which consists of formation and operating costs of $(362,637), offset by an unrealized gain on marketable securities held in the Trust Account of $80,352, and a gain from the change in fair value of derivative warrant liabilities of $4,082,040.
−Removed: For the period from March 5, 2021 (inception) through March 31, 2021, we had a net loss of $(12,538), which was comprised of formation and operating costs of $(12,538).
−Removed: Liquidity and Capital Resources
+Added: For the three months ended June 30, 2022, we had net income of $6,174,392, which consists of general and administrative expenses of $294,683, offset by an unrealized gain on marketable securities held in the Trust Account of $83,875, and a gain from the change in fair value of derivative warrant liabilities of $6,385,200.
+Added: For the six months ended June 30, 2022, we had net income of $9,974,146, which consists of general and administrative expenses of $657,321, offset by an unrealized gain on marketable securities held in the Trust Account of $164,227, and a gain from the change in fair value of derivative warrant liabilities of $10,467,240.
+Added: Liquidity, Capital Resources and Going Concern Considerations
Until the consummation of the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.
5 unchanged sentences
We incurred $21,834,402 in transaction costs, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $9,184,402 of other costs.
−Removed: For the three months ended March 31, 2022, cash used in operating activities was $(228,196).
−Removed: Net income of $3,799,755 was offset by formation and operating expenses funded by note payable through Sponsor of $6,000, interest earned on investment held in Trust Account of $(80,352), changes in fair value of derivative warrant liabilities of $(4,082,040), and changes in operating assets and liabilities, which generated $128,441 of cash.
−Removed: As of March 31, 2022, we had cash of $255,008.
+Added: For the six months ended June 30, 2022, cash used in operating activities was $364,764.
+Added: Net income of $9,974,146 was offset by general and administrative expenses paid by related party of $6,499, interest earned on investment held in Trust Account of $164,227, changes in fair value of derivative warrant liabilities of $10,467,240, and changes in operating assets and liabilities, which used $299,056 of cash.
+Added: As of June 30, 2022, we had cash of $138,440.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.
−Removed: As of March 31, 2022, we had cash and marketable securities held in the Trust Account of $232,401,196.
+Added: As of June 30, 2022, we had cash and marketable securities held in the Trust Account of $232,485,071.
We may withdraw interest to pay our income taxes, if any.
−Removed: We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our Business Combination.
+Added: We intend to use substantially all the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our Business Combination.
To the extent that our share capital is used, in whole or in part, as consideration to complete a 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.
−Removed: In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
+Added: In order to fund working capital needs or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
If we complete a Business Combination, we would repay such loaned amounts.
6 unchanged sentences
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 completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
−Removed: Going Concern
+Added: Going Concern Considerations
On a routine basis, we assess going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40
“Presentation of Financial Statements — Going Concern”.
−Removed: As of March 31, 2022, we had $255,008 in our operating bank account, a working capital deficiency of $101,036, and $232,401,196 of securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem our ordinary shares in connection therewith.
+Added: As of June 30, 2022, we had $138,440 in our operating bank account, working capital of $42,099 and $232,485,071 of securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem our ordinary shares in connection therewith.
+Added: In connection with our assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern.
We believe that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a business combination or one year from this filing.
1 unchanged sentence
The Sponsor intends, but is not obligated to, provide us with Working Capital Loans to sustain operations in the event of a liquidity deficiency.
−Removed: We have until October 22, 2023 to consummate a Business Combination.
+Added: We have until April 22, 2023 to consummate a Business Combination.
If a Business Combination is not consummated by this date and an extension is not requested by the Sponsor there will be a mandatory liquidation and subsequent dissolution of the Company.
Uncertainty related to consummation of a Business Combination raises substantial doubt about our ability to continue as a going concern.
−Removed: No adjustments have been made to the carrying amounts of assets or liabilities to reflect a required liquidation after October 22, 2023.
+Added: No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after April 22, 2023.
+Added: The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.
+Added: No adjustments have been made to the carrying amounts of assets or liabilities to reflect a required liquidation after April 22, 2023.
Controls and Procedures
3 unchanged sentences
Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
−Removed: Prior to the closing of our IPO, we did not completed an assessment, nor did our registered independent accounting firm test our systems, of internal controls.
+Added: Prior to the closing of our IPO, we did not complete an assessment, nor did our registered independent accounting firm test our systems, of internal controls.
We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls.
14 unchanged sentences
In March 2021, our sponsor subscribed for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, for an aggregate purchase price of $25,000.
−Removed: On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of our IPO.
+Added: On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to us the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of our IPO.
We have entered into an Administrative Services Agreement pursuant to which we pay our sponsor a total of $10,000 per month for office space, utilities, secretarial, administrative and support services.
27 unchanged sentences
See “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters—Registration Rights.”
−Removed: Off-Balance Sheet
−Removed: Arrangements;
+Added: Sheet Arrangements;
Commitments and Contractual Obligations;
Quarterly Results
−Removed: As of March 31, 2022, we did not have any off-balance
+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
16 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.