4 unchanged sentences
We are a newly incorporated blank check company, incorporated on March 5, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.
−Removed: We have not selected any business combination target.
We intend to effectuate our initial business combination using cash from the proceeds of our IPO and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.
The issuance of additional ordinary shares or preference shares in a business combination:
−Removed: may significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one
−Removed: basis upon conversion of the Class B ordinary shares;
+Added: may significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;
17 unchanged sentences
Following our IPO, we will not generate any operating revenues until after completion of our initial business combination.
−Removed: We will generate non-operating
−Removed: income in the form of interest income on cash and cash equivalents after our IPO.
+Added: We will generate non-operating income in the form of interest income on cash and cash equivalents after our IPO.
There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements.
5 unchanged sentences
We do not expect to generate any operating revenues until after the completion of our initial Business Combination.
−Removed: We generate non-operating
−Removed: income in the form of interest income on marketable securities.
+Added: We generate non-operating income in the form of interest income on marketable securities.
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 period ended December 31, 2021, we had a net loss of $2,977,136, which consists of formation and operating costs of $622,683, unrealized gain on marketable securities held in the Trust Account of $20,844, transaction costs allocated to derivative warrant liability of $396,497, and a loss from the change in fair value of derivative warrant liabilities of $1,978,800.
+Added: For the year ended December 31, 2022, we had net income of $9,759,713, which consists of formation and operating costs of $4,463,907, offset by an unrealized gain on marketable securities held in the Trust Account of $2,395,202, a gain on settlement of underwriting fees of $202,458, and a gain from the change in fair value of derivative warrant liabilities of $11,625,960.
+Added: For the period from March 5, 2021 (Inception) through December 31, 2021, we had a net loss of $2,633,699, which consists of formation and operating costs of $279,246 ($126,866 in professional services fees and $152,380 in general and administrative expenses), unrealized gain on marketable securities held in the Trust Account of $20,844, transaction costs allocated to derivative warrant liability of $396,497, and a loss from the change in fair value of derivative warrant liabilities of $1,978,800.
Liquidity and Capital Resources
7 unchanged sentences
For the period ended December 31, 2022, cash used in operating activities was $446,617.
−Removed: Net loss of $2,977,136 was offset by, and changes in operating assets and liabilities, which used $259,599 of cash.
+Added: Net income was $9,759,713 and changes in operating assets and liabilities generated $4,017,290 of cash, which were offset by $14,223,620 in non-cash adjustments to reconcile net income to net cash used in operations, including an unrealized gain on marketable securities held in the Trust Account of $2,395,202, a gain on settlement of underwriting fees of $202,458, and a gain from the change in fair value of derivative warrant liabilities of $11,625,960.
As of December 31, 2022, we had cash and marketable securities held in the Trust Account of $234,716,046.
10 unchanged sentences
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.
−Removed: However, if our estimate of the costs of identifying a target business, undertaking in-depth
−Removed: 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 initial Business Combination.
+Added: However, if 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 initial 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 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 December 31, 2021, we had $503,204 in our operating bank account, $168,258 of working capital, and $232,320,844 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 December 31, 2022, we had $48,126 in our operating bank account, a working capital deficit of $3,649,365, and $234,716,046 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.
−Removed: 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.
+Added: We have until April 22, 2023 to consummate a Business Combination.
+Added: If a Business Combination is not consummated by this date and our shareholders do not approve of an extension 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
−Removed: We are not currently required to evaluate and report on an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.
−Removed: We will be required to comply with the internal control reporting requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022.
+Added: Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls.
Only in the event that we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
3 unchanged sentences
A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls.
−Removed: Many small and mid-sized
−Removed: target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:
+Added: Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:
staffing for financial, accounting and external reporting areas, including segregation of duties;
11 unchanged sentences
government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S.
−Removed: Treasuries and meeting certain conditions under Rule 2a-7
−Removed: under the Investment Company Act.
+Added: Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
4 unchanged sentences
Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
−Removed: Our sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket
−Removed: expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
+Added: Our sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed.
−Removed: There is no cap or ceiling on the reimbursement of out-of-pocket
−Removed: expenses incurred by such persons in connection with activities on our behalf.
+Added: There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required.
17 unchanged sentences
statements filed by us.
−Removed: However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up
−Removed: restrictions, as described herein.
+Added: However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions, as described herein.
We will bear the costs and expenses of filing any such registration statements.
See “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters—Registration Rights.”
−Removed: Sheet Arrangements;
+Added: Off-Balance Sheet Arrangements;
Commitments and Contractual Obligations;
Quarterly Results
−Removed: As of December 31, 2021, we did not have any off-balance
−Removed: sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K
−Removed: and did not have any commitments or contractual obligations.
+Added: As of December 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
No unaudited quarterly operating data is included in this report as we have conducted no operations to date.
+Added: Effective as of September 30, 2022, the underwriters from the Initial Public Offering resigned and withdrew from their role in the Business Combination and thereby waived their entitlement to the deferred underwriting fees of $8,050,000, which the Company has recorded as a gain on settlement of underwriter fees on the statements of shareholders’ deficit for the three and nine months ended December 31, 2022 for $7,847,542, which represents the original amount recorded to accumulated deficit, and the remaining balance of $202,548 representing the amount recorded to the statements of operations for the year ended December 31, 2022.
On April 5, 2012, the JOBS Act was signed into law.
1 unchanged sentence
We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.
−Removed: We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
−Removed: growth companies.
+Added: We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.
As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
2 unchanged sentences
(1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act;
−Removed: (2) provide all of the compensation disclosure that may be required of non-emerging
−Removed: growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act;
+Added: (2) 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;
(3) 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);
2 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.