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A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.
−Removed: For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus filed with the U.S.
+Added: For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the “SEC”).
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Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
−Removed: We are a blank check company incorporated on February 9, 2021 as a Cayman Islands corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities that have not yet selected.
+Added: We are a blank check company incorporated on February 9, 2021 as a Cayman Islands corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities that we have not yet selected.
While we may pursue an acquisition opportunity in any business, industry, sector, or geographical location, we intend to focus on industries that complement our management’s background and to capitalize on the ability of our management team to identify and acquire a business.
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Results of Operations
−Removed: As of March 31, 2023, 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 March 31, 2023, the Company’s entire activity has been limited to the search for a prospective initial business combination.
+Added: As of June 30, 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 June 30, 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 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.
−Removed: 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.
+Added: For the three months ended June 30, 2023, we had a net income of $1,811,817, which consisted of interest income of $2,100,063 offset by operating expenses of $288,246.
+Added: For the six months ended June 30, 2023, we had a net income of $4,684,250, which consisted of interest income of $5,297,061 offset by operating expenses of $612,811.
+Added: For the three months ended June 30, 2022, we had a net income of $120,693, which consisted of interest income of $418,533, offset by operating expenses of $297,840.
+Added: For the six months ended June 30, 2022, we had a net income of $32,868, which consisted of interest income of $439,926, offset by operating expenses of $407,058.
Liquidity and Capital Resources
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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 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.
−Removed: For the three months ended March 31, 2022, net cash used in operating activities was $1,287,923.
−Removed: 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 six months ended June 30, 2023, net cash used in operating activities was $372,058, net cash provided by investing activities was $284,283,159 and net cash used in financing activities was $284,283,159.
+Added: For the six months ended June 30, 2022, net cash used in operating activities was $1,326,294, 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.
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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 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.
−Removed: 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: As of June 30, 2023, the Company had $125,201 in its operating bank account, $20,017,985 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 $261,788.
+Added: As of June 30, 2023, $9,613,644 of the amount in the Trust Account is represented as Interest earned on investments held in Trust Account.
The Company has until May 23, 2024 to consummate an initial business combination.
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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 March 31, 2023 is under 12 months.
+Added: Unless the shareholders vote for the extension, the remaining life of the Company as of June 30, 2023 is under 12 months.
Management is currently assessing the need for the extension in the future.
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The warrants would be identical to the Private Placement Warrants.
−Removed: As of March 31, 2023 and December 31, 2022, no Working Capital Loans were outstanding.
+Added: As of June 30, 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: 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.
+Added: For the three months ended June 30, 2023 and 2022, the Company has incurred $30,000 of expenses under this arrangement.
+Added: For the six months ended June 30, 2023 and 2022, the Company has incurred $60,000 and $40,000, respectively, of expenses under this arrangement.
Deferred Underwriting Fees
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The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement.
+Added: On June 28, 2023, the underwriters of the Initial Public Offering, agreed to waive their entitlements to the deferred underwriting commissions of $10,812,500 pursuant to the underwriting agreement for the Initial Public Offering (the “Underwriting Agreement”).
+Added: As a result, $10,812,500 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying financial statements (see Note 6).
Due to affiliate
−Removed: 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.
+Added: As of June 30, 2023 and December 31, 2022, $182,689 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 March 31, 2023.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 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.
14 unchanged sentences
Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.
−Removed: Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of our unaudited condensed balance sheets.
−Removed: Net Income (Loss) Per Share of Ordinary shares
+Added: Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of our unaudited condensed balance sheets.
+Added: Net Income Per Share of Ordinary shares
We apply the two-class method in calculating earnings per share.
−Removed: Net income (loss) per share of the redeemable shares, basic and diluted is calculated by dividing the interest income earned on the Trust Account by the weighted average number of shares of redeemable ordinary shares outstanding since original issuance.
−Removed: Net income (loss) per share of ordinary shares, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), less income attributable to shares of redeemable ordinary shares, by the weighted average number of shares of non-redeemable ordinary shares outstanding for the periods presented.
+Added: Net income per share of the redeemable shares, basic and diluted is calculated by dividing the interest income earned on the Trust Account by the weighted average number of shares of redeemable ordinary shares outstanding since original issuance.
+Added: Net income per share of ordinary shares, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, less income attributable to shares of redeemable ordinary shares, by the weighted average number of shares of non-redeemable ordinary shares outstanding for the periods presented.
Recently Adopted Accounting Standards
4 unchanged sentences
We began incurring these fees on February 23, 2022 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.
−Removed: The underwriters are entitled to a deferred fee of $10,812,500.
−Removed: The deferred fee will become payable to the underwriters 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.
On April 5, 2012, the JOBS Act was signed into law.
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.