21 unchanged sentences
Results of Operations
−Removed: As of September 30, 2022, the Company had not commenced any operations.
−Removed: From February 9, 2021 (inception) until the Company’s initial public offering on February 23, 2022, the Company’s entire activity was in preparation for an initial public offering, and following the Company’s IPO through September 30, 2022, the Company’s entire activity has been limited to the search for a prospective initial business combination.
+Added: As of March 31, 2023, the Company had not commenced any operations.
+Added: From February 9, 2021 (inception) until the Company’s initial public offering on February 23, 2022, the Company’s entire activity was in preparation for an initial public offering, and following the Company’s IPO through March 31, 2023, the Company’s entire activity has been limited to the search for a prospective initial business combination.
We will not generate any operating revenues until after completion of our initial Business Combination at the earliest.
We expect 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 and nine months ended September 30, 2022, we had a net income of $1,077,216 and $1,110,084, which consisted of operating expenses of $255,257 and $662,315 offset by interest income of $1,332,473 and $1,772,399, respectively.
−Removed: For the three months ended September 30, 2021, we had a net loss of $15,310, and for the period from February 9, 2021 (inception) through September 30, 2021, we had a net loss of $24,720.
+Added: For the three months ended March 31, 2023, we had a net income of $2,872,433, which consisted of operating expenses of $324,565 offset by interest income of $3,196,998.
+Added: For the three months ended March 31, 2022, we had a net loss of $87,826, which consisted of operating expenses of $109,219 offset by interest income of $21,393.
Liquidity and Capital Resources
4 unchanged sentences
Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 625,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $937,500.
−Removed: For the nine months ended September 30, 2022, net cash used in operating activities was $1,372,916, net cash used in investing activities was $294,687,500 and net cash provided by financing activities was $296,593,545 mainly reflecting the proceeds of the IPO and subsequent deposit into the Trust Account.
+Added: For the three months ended March 31, 2023, net cash used in operating activities was $182,107, net cash used in investing activities was $0 and net cash provided by financing activities was $0.
+Added: For the three months ended March 31, 2022, net cash used in operating activities was $1,287,923.
+Added: Net cash used in investing activities was $294,687,500 and net cash provided by financing activities was $296,593,545 mainly reflecting the proceeds of the IPO and subsequent deposit into the Trust Account.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions), to complete our initial Business Combination.
3 unchanged sentences
To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial 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: As of September 30, 2022, the Company had $533,129 in its operating bank accounts, $296,459,899 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital surplus of $957,781.
−Removed: As of September 30, 2022, $1,772,399 of the amount in the Trust Account is represented as Interest earned on investments held in Trust Account.
−Removed: The Company has 15 months from the closing of the IPO to consummate an initial business combination.
+Added: As of March 31, 2023, the Company had $315,152 in its operating bank account, $302,201,081 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital surplus of $550,034.
+Added: As of March 31, 2023, $7,513,581 of the amount in the Trust Account is represented as Interest earned on investments held in Trust Account.
+Added: The Company has until May 23, 2023 to consummate an initial business combination.
However, if the Company anticipates that they may not be able to consummate their initial business combination within 15 months from the closing of the IPO, their shareholders may vote by special resolution to amend their amended and restated memorandum and articles of association to extend the period of time that the Company have to consummate the initial business combination (any such extended period of time, an “Extension Period”).
3 unchanged sentences
Accordingly, the Company may not be able to obtain additional financing.
−Removed: Unless the shareholders vote for the extension, the remaining life of the Company as of September 30, 2022 is under 12 months.
−Removed: Management is currently assessing the need for the extension vote in the future.
+Added: Unless the shareholders vote for the extension, the remaining life of the Company as of March 31, 2023 is under 12 months.
+Added: Management is currently assessing the need for the extension in the future.
If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.
6 unchanged sentences
On February 11, 2022, the Company effected a 1.11111111-for-1.0 share dividend of our Class B ordinary shares, so that the Sponsor owns an aggregate of 7,187,500 founder shares) (the “Founder Shares”).
−Removed: As of February 11, 2022 Class B ordinary shares were effected with 1.11111111 for 1.0 share dividend which comes to an aggregate of 7,187,500 shares.
The share dividend was retroactively restated.
22 unchanged sentences
The warrants would be identical to the Private Placement Warrants.
−Removed: As of September 30, 2022, no Working Capital Loans were outstanding.
+Added: As of March 31, 2023 and December 31, 2022, no Working Capital Loans were outstanding.
Administrative Services Fee
We agreed, commencing on the effective date of the IPO through the earlier of our consummation of a Business Combination or our liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services.
−Removed: As of September 30, 2022, and December 31, 2021, we incurred $70,000 and $0, respectively, in fees for these services.
+Added: For the three months ended March 31, 2023 and 2022, the Company has incurred $30,000 and $10,000, respectively, of expenses under this arrangement.
Deferred Underwriting Fees
5 unchanged sentences
Due to affiliate
−Removed: As of September 30, 2022, the amount of $92,689 has been accrued and shown as `Due to affiliate’ in the accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.
+Added: As of March 31, 2023 and December 31, 2022, $152,689 and $122,689, respectively, has been accrued and shown as ‘Due to affiliate’ in the accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.
The amount is due to Sponsor and will be repaid as soon as practical from the Company’s operating account.
Off-Balance Sheet Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2023.
We do not participate in transactions that create relationships with 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.
36 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.