36 unchanged sentences
In addition, in advance of the Special Meeting and the entry into the non-redemption agreements, on May 25, 2023, pursuant to the terms of our charter, the Sponsor converted 4,200,000 founder shares held by it on a one-for-one basis into Public Shares.
−Removed: As of March 31, 2024, the board of directors of the Company approved six monthly extensions from September 14, 2023 to March 14, 2024.
+Added: Prior to March 31, 2024, the board of directors of the Company approved six monthly extensions from September 14, 2023 to March 14, 2024.
In connection with each of the six monthly extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the Sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the Sponsor and such third parties.
1 unchanged sentence
In connection with the vote to extend the time that the Company has to consummate its initial business combination from March 14, 2024 to December 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $32,214,591, resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption.
−Removed: As of March 31, 2024, we had not yet commenced any operations.
−Removed: All activity from inception through March 31, 2024 relates to our formation, our IPO and our pursuit of a target company with which to effect our initial business combination.
+Added: As of June 30, 2024, we had not yet commenced any operations.
+Added: All activity from inception through June 30, 2024 relates to our formation, our IPO and our pursuit of a target company with which to effect our initial business combination.
The Company has selected December 31 as its fiscal year end.
Results of Operations and Known Trends or Future Events
−Removed: Our entire activity from inception through March 31, 2024 relates solely to our formation, our IPO and, since the closing of our IPO, a search for a Business Combination candidate.
+Added: Our entire activity from inception through June 30, 2024 relates solely to our formation, our IPO and, since the closing of our IPO, a search for a Business Combination candidate.
We have not generated any operating revenues to date, and we will not generate any operating revenues until after completion of our initial Business Combination.
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We have incurred and expect to continue 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, 2024, we had net income of $261,607, which consisted of $559,907 dividend income on marketable securities held in the Trust Account and a $447,950 gain on the change in fair value of warrant liability and offset by a non-redemption agreement expense of $274,973 related to the excess fair value of Class B common stock transferred by the Sponsor, provision for income tax of $64,703, $60,546 in legal and accounting expenses, $75,874 of franchise tax expense, $151,749 of administrative expenses (of which $45,000 are due to related party), $95,151 of insurance expense, $21,250 of listing fees, and $2,004 of bank fees.
−Removed: For the three months ended March 31, 2023, we had net income of $1,184,465, which consisted of $2,525,300 dividend income on marketable securities held in the Trust Account and offset by a $542,100 loss on the change in fair value of warrant liability, provision for income tax of $519,957, $76,671 in legal and accounting expenses, $49,315 of franchise tax expense, $22,092 of administrative expenses (of which $0 are due to related party), $129,063 of insurance expense, and $1,637 of bank fees.
+Added: For the three months ended June 30, 2024, we had net loss of $504,983, which consisted of $163,615 dividend income on marketable securities held in the Trust Account, offset by a $331,450 loss on the change in fair value of warrant liability, provision for income tax of $49,421, $82,785 in legal and accounting expenses, $50,000 of franchise tax expense, $57,079 of administrative expenses (of which $45,000 are due to related party), $80,138 of insurance expense, $21,250 of listing fees, and $1,476 of bank fees.
+Added: For the six months ended June 30, 2024, we had net loss of $243,377, which consisted of $723,522 dividend income on marketable securities held in the Trust Account and a $116,500 gain on the change in fair value of warrant liability, offset by a non-redemption agreement expense of $274,973 related to the excess fair value of Class B common stock transferred by the Sponsor, provision for income tax of $114,124, $143,331 in legal and accounting expenses, $125,874 of franchise tax expense, $203,828 of administrative expenses (of which $90,000 are due to related party), $175,289 of insurance expense, $42,500 of listing fees, and $3,480 of bank fees.
+Added: For the three months ended June 30, 2023, we had net income of $1,657,247, which consisted of $2,864,209 dividend income on marketable securities held in the Trust Account, and a gain of $141,150 on the change in fair value of the warrant liability, offset by a $386,961 financing expense related to the excess fair value of Class B common stock transferred by the Sponsor, provision for income tax of $591,012, $78,770 in legal and accounting expenses, $49,863 of franchise tax expense, $98,532 of insurance expense, $98,311 of administrative expenses, $42,500 of listing fees, and $2,163 of bank fees.
+Added: For the six months ended June 30, 2023, we had net income of $2,841,712, which consisted of $5,389,508 dividend income on marketable securities held in the Trust Account, offset by a loss of $400,950 on the change in fair value of the warrant liability, a $386,961 financing expense related to the excess fair value of Class B common stock transferred by the Sponsor, provision for income tax of $1,110,969, $155,441 in legal and accounting expenses, $99,178 of franchise tax expense, $227,594 of insurance expense, $120,403 of administrative expenses, $42,500 of listing fees, and $3,800 of bank fees.
Liquidity and Capital Resources
−Removed: As of March 31, 2024 and December 31, 2023, we had cash of $523,168 and $2,171,553, respectively, and working capital deficit of $2,877,121 and $2,808,465, respectively.
−Removed: As of March 31, 2024, net cash used in by operating activities was $1,989,167.
+Added: As of June 30, 2024 and December 31, 2023, we had cash of $490,693 and $2,171,553, respectively, and working capital deficit of $3,116,689 and $2,808,465, respectively.
+Added: For the six months ended June 30, 2024, net cash used in by operating activities was $1,833,885.
Net income of $243,377 was increased by a non-redemption agreement expense of $274,973 related to the transfer of Class B shares by the Sponsor, and decreased by a $116,500 gain on the change in fair value of warrant liability, $54,200 of accrued dividends on marketable securities held in the Trust Account, and $1,694,781 decrease in changes in operating assets and liabilities.
−Removed: As of March 31, 2023, net cash provided by operating activities was $1,578,970.
−Removed: Net income of $1,184,465 was increased by a $542,100 gain on the fair value of the warrant liability and a $764,598 increase in changes in operating assets and liabilities, and decreased by $912,193 of accrued dividends on marketable securities held in the Trust Account,
−Removed: As of March 31, 2024, we had marketable securities held in the Trust Account of $12,566,002, consisting of securities held in a money market fund that invests in U.S.
+Added: For the six months ended June 30, 2023, net cash provided by operating activities was $4,334,318.
+Added: Net income of $2,841,712 was increased by a $400,950 loss on the fair value of the warrant liability, a $386,961 non-cash financing expense related to the transfer of Class B shares by the Sponsor, and a $1,710,491 increase in changes in operating assets and liabilities, offset by a decrease for $1,005,796 of accrued dividends on marketable securities held in the Trust Account.
+Added: As of June 30, 2024 and December 31, 2023, we had marketable securities held in the Trust Account of $12,729,617 and $44,709,805, respectively, consisting of securities held in a money market fund that invests in U.S.
Treasury securities with a maturity of 185 days or less.
−Removed: As of March 31, 2024, we had cash of $523,168 held outside the Trust Account.
+Added: As of June 30, 2024 and December 31, 2023, we had cash of $490,693 and $2,171,553, respectively, held outside the Trust Account.
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, and structure, negotiate and complete a business combination.
4 unchanged sentences
These warrants would be identical to the Private Placement Warrants.
−Removed: For the three months ended March 31, 2024, the Sponsor has provided $235,647 in cash through a capital contribution and no amounts through loans.
−Removed: These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within 12 months from March 31, 2024.
+Added: For the three and six months ended June 30, 2024, the Sponsor has provided $97,581 and $333,228, respectively, in cash through a capital contribution and no amounts through loans.
+Added: For the three and six months ended June 30, 2023, the Sponsor did not provide cash through a capital contribution or loans.
+Added: These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within 12 months from June 30, 2024.
Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
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Off-Balance Sheet Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2024 or December 31, 2023.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2024 or December 31, 2023.
We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
1 unchanged sentence
Contractual Obligations
−Removed: We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of March 31, 2024 or December 31, 2023.
+Added: We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of June 30, 2024 or December 31, 2023.
Pursuant to the underwriting agreement for our IPO, the underwriter of our IPO was entitled to a deferred fee of $0.35 per unit, or $8,050,000 in the aggregate, payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
18 unchanged sentences
In exchange for the foregoing commitments, the Sponsor has agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting.
−Removed: As of March 31, 2024, the Company had extended the deadline to complete the business combination six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock being transferred to such third parties.
+Added: Prior to March 31, 2024, the Company had extended the deadline to complete the business combination six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock being transferred to such third parties.
The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”).
−Removed: The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor, and recognized the excess fair value of the transferred Class B common stock as a non-redemption agreement expense on the condensed statements of operations for the three months ended March 31, 2024.
+Added: The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor, and recognized the excess fair value of the transferred Class B common stock as a non-redemption agreement expense on the condensed statements of operations for the three and six months ended June 30, 2024.
The Company determined the excess fair value of the 1,499,996 Class B shares transferred to such third parties to be $1,209,879.
2 unchanged sentences
Actual results could materially differ from those estimates.
−Removed: We have not identified any critical accounting estimates as of March 31, 2024.
+Added: We have not identified any critical accounting estimates as of June 30, 2024.
Recent Accounting Pronouncements
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.