15 unchanged sentences
The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
−Removed: As of March 31, 2022, we had not commenced any operations.
−Removed: All activity for the period from March 19, 2021 (inception) through March 31, 2022 relates to our formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, its search for a Business Combination.
+Added: As of June 30, 2022, we had not commenced any operations.
+Added: All activity for the period from March 19, 2021 (inception) through June 30, 2022 relates to our formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, its search for a Business Combination.
We will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
11 unchanged sentences
(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
−Removed: If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 4, 2024 (as such period may be extended pursuant to the Memorandum and Articles, the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
−Removed: redeem the Public Shares, at a per-share
+Added: If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 4, 2024 (as such period may be extended pursuant to the Memorandum and Articles, the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, net of taxes payable (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the rights of holders of Public Shares as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
1 unchanged sentence
Liquidity and Capital Resources
−Removed: As of March 31, 2022, we had approximately $2.7 million in cash and working capital of approximately $2.8 million.
+Added: As of June 30, 2022, we had approximately $2.0 million in cash and working capital of approximately $1.0 million.
Our liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of us in exchange for issuance of Founder Shares (as defined in Note 4) and loan proceeds under the Note (as defined in Note 4), which was converted into a Working Capital Loan (as defined in Note 4) on March 4, 2022.
1 unchanged sentence
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans (see Note 4).
−Removed: As of March 31, 2022, there was $200,000 outstanding principal under the Working Capital Loan.
+Added: As of June 30, 2022, there was $200,000 outstanding principal under the Working Capital Loan.
Based on the foregoing, management believes that we 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.
4 unchanged sentences
Results of Operations
−Removed: Our entire activity from March 19, 2021 (inception) through March 31, 2022, was in preparation for an Initial Public Offering.
+Added: Our entire activity from March 19, 2021 (inception) through June 30, 2022, was in preparation for an Initial Public Offering.
We will not generate any operating revenues until the closing and completion of our initial Business Combination, at the earliest.
−Removed: For the three months ended March 31, 2022, we had a net loss of approximately $256,000, which consisted of a non-cash
−Removed: gain of approximately $390,000 for the change in fair value of derivative warrant liabilities, and approximately $33,000 of income from investments held in the Trust Account, partly offset by approximately $94,000 in general and administrative expenses, approximately $564,000 in offering costs associated with derivative warrant liabilities and $20,000 in administrative expenses—related party.
−Removed: For the period from March 19, 2021 (inception) through March 31, 2021, we had a net loss of approximately $26,000, which consisted solely of general and administrative expenses.
+Added: For the three months ended June 30, 2022, we had a net income of approximately $2.9 million, which consisted of a non-cash
+Added: gain of approximately $4.3 million for the change in fair value of derivative warrant liabilities, and approximately $262,000 of income from investments held in the Trust Account, partly offset by approximately $1.6 million in general and administrative expenses, and $60,000 in administrative expenses-related party.
+Added: For the three months ended June 30, 2021, we had a net loss of approximately $10,000, which consisted solely of general and administrative expenses.
+Added: For the six months ended June 30, 2022, we had a net income of approximately $2.6 million, which consisted of a non-cash
+Added: gain of approximately $4.7 million for the change in fair value of derivative warrant liabilities, and approximately $295,000 of income from investments held in the Trust Account, partly offset by approximately $1.7 million in general and administrative expenses, approximately $564,000 in offering costs associated with derivative warrant liabilities and $80,000 in administrative expenses-related party.
+Added: For the period from March 19, 2021 (inception) through June 30, 2021, we had a net loss of approximately $36,000, which consisted solely of general and administrative expenses.
Contractual Obligations
56 unchanged sentences
The Company classified all of the Public Shares as temporary equity.
−Removed: Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the Public Shares to equal the redemption value at the end of each reporting period.
+Added: 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the Public Shares to equal the redemption value at the end of each reporting period.
This method views the end of the reporting period as if it were also the redemption date for the security.
2 unchanged sentences
capital (to the extent available) and accumulated deficit.
−Removed: Net Loss per Ordinary Share
+Added: Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.
3 unchanged sentences
The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters.
−Removed: Though the contingency was satisfied, the Company had losses for the three months ended March 31, 2022 and for the period from March 19, 2021 (inception) through March 31, 2021.
+Added: Though the contingency was satisfied, the Company had net income (loss) for the three and six months ended June 30, 2022, the three months ended June 30, 2021 and for the period from March 19, 2021 (inception) through June 30, 2021.
Remeasurement of the redeemable Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value.
2 unchanged sentences
Sheet Arrangements
−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
14 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.