29 unchanged sentences
government treasury obligations, as determined by the Company, until the earlier of:
−Removed: (i) the completion of our initial business
−Removed: combination and (ii) the distribution of the Trust Account as otherwise permitted under our amended and restated memorandum and articles of association.
+Added: (i) the completion of our initial business combination and (ii) the distribution of the Trust Account as otherwise permitted under our amended and restated memorandum and articles of association.
If we are unable to complete an initial business combination within 24 months from the closing of the Public Offering, or November 13, 2025, 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, 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
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from March 22, 2021 (inception) through March 31, 2024 were organizational activities, those necessary to prepare for the Public Offering, described below, and subsequent to the Public Offering, the Company’s search for a target business with which to complete an initial business combination.
+Added: Our only activities from March 22, 2021 (inception) through June 30, 2024 were organizational activities, those necessary to prepare for the Public Offering, described below, and subsequent to the Public Offering, the Company’s search for a target business with which to complete an initial business combination.
We do not expect to generate any operating revenues until after the completion of our initial business combination, at the earliest.
1 unchanged sentence
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 an initial business combination.
−Removed: For the three months ended March 31, 2024, we reported net income of $4,136,680 which consisted of general and administrative expenses of $551,258, offset by $4,687,938 of interest on Trust Account.
−Removed: For the three months ended March 31, 2023, we had a net loss of $698, which consisted of formation costs.
+Added: For the three months ended June 30, 2024, we reported net income of $2,242,550 which consisted of general and administrative expenses of $2,513,578, offset by $4,756,128 of interest on Trust Account.
+Added: For the six months ended June 30, 2024, we reported net income of $6,379,230 which consisted of general and administrative expenses of $3,064,836, offset by $9,444,066 of interest on Trust Account.
+Added: For the three and six months ended June 30, 2023, we had a net loss of $698, which consisted of formation costs.
Liquidity and Capital Resources
−Removed: As of March 31, 2024, the Company had a cash balance of $235,739 and a working capital of $255,251.
−Removed: However, following the closing of the Public Offering, the Company’s liquidity needs are satisfied through using an amount from net proceeds from the Public Offering and the sale of Private Placement Warrants held outside of the Trust Account for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination.
−Removed: For the three months ended March 31, 2024, cash used in operating activities was $193,616, which is made up of a net income of $4,136,680, changes in operating assets and liabilities of $357,642.
+Added: As of June 30, 2024, the Company had no cash on hand and a working capital deficit of $79,964.
+Added: Following the closing of the Public Offering, the Company’s liquidity needs were satisfied through using an amount from net proceeds from the Public Offering and the sale of Private Placement Warrants held outside of the Trust Account for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination.
+Added: For the six months ended June 30, 2024, cash used in operating activities was $422,554, which is made up of a net income of $6,379,230, changes in operating assets and liabilities of $2,642,382.
These amounts were offset by an interest on Trust Account of $9,444,066.
−Removed: Cash of $235,739 was held outside of the Trust Account and is available for the Company’s working capital purposes.
If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial business combination.
1 unchanged sentence
In addition, in order to finance transaction costs in connection with an initial business combination, our officers, directors and initial shareholders may, but are not obligated to, provide us with loans up to $1,500,000 as the Company may require (“Working Capital Loans”).
−Removed: As of March 31, 2024, there were no Working Capital Loans outstanding.
+Added: As of June 30, 2024, there were no Working Capital Loans outstanding.
The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed business combination.
1 unchanged sentence
However, management has determined that if the Company is unable to complete a business combination by November 13, 2025, then the Company will cease all operations except for the purpose of liquidating.
−Removed: No adjustments
−Removed: have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after this date.
+Added: No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after this date.
The Company intends to complete a business combination before the mandatory liquidation date.
11 unchanged sentences
Upon completion of an initial business combination or the Company’s liquidation, we will cease paying these monthly fees.
−Removed: For the three months ended March 31, 2024 and 2023, the Company incurred $30,000 and $0, respectively, in administrative fees.
+Added: For the six months ended June 30, 2024 and 2023, the Company incurred $60,000 and $0, respectively, in administrative fees.
Critical Accounting Estimates
7 unchanged sentences
Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ equity as Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.
+Added: The significant judgement involved in valuation of warrant values and the allocation of proceeds led to the assessment of offering costs as a critical accounting estimate.
Recent Accounting Pronouncements
16 unchanged sentences
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to our principle executive officer and principle financial officer, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: Our principle executive officer and principle financial officer evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.
−Removed: Based upon that evaluation, our principle executive officer and principle financial officer concluded that, as of March 31, 2024, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective during the period covered by this report.
+Added: Our principle executive officer and principle financial officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.
+Added: Based upon that evaluation, our principle executive officer and principle financial officer concluded that, as of June 30, 2024, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective during the period covered by this report.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.
7 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.