14 unchanged sentences
The company is an early stage and emerging growth company and, as such, the Company is subject to all of the risk associated with early stage and emerging growth companies.
−Removed: As of June 30, 2021, the Company had not commenced any operations.
−Removed: All activity for the period from February 19, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and seeking a Business Combination following the Initial Public Offering.
+Added: As of September 30, 2021, the Company had not commenced any operations.
+Added: All activity for the period from February 19, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and seeking a Business Combination following the Initial Public Offering.
The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
16 unchanged sentences
The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.
−Removed: These Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination.
+Added: The Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination.
If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S.
3 unchanged sentences
If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.
−Removed: Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to:
−Removed: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution.
In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination.
2 unchanged sentences
If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up;
−Removed: (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 the Company to pay its taxes that were paid by the Company or are payable by the Company, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);
+Added: (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
+Added: 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 the Company to pay its taxes that were paid by the Company or are payable by the Company, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
8 unchanged sentences
Results of Operations
−Removed: Our entire activity from February 19, 2021 (inception) through June 30, 2021 was in preparation for our formation and the Initial Public Offering and, thereafter, seeking an initial Business Combination.
+Added: Our entire activity from February 19, 2021 (inception) through September 30, 2021 was in preparation for our formation and the Initial Public Offering and, thereafter, seeking an initial Business Combination.
We will not be generating any operating revenues until the closing and completion of our initial Business Combination.
−Removed: For the three months ended June 30, 2021, we had a net loss of approximately $310,000, which consisted of approximately $296,000 of general and administrative expenses and $14,000 in general and administrative expenses – related party.
−Removed: For the period from February 19, 2021 (inception) through June 30, 2021, we had a net loss of approximately $336,000, which consisted of approximately $322,000 of general and administrative expenses and $14,000 in general and administrative expenses – related party.
+Added: For the three months ended September 30, 2021, we had a net loss of approximately $355,000, which consisted of approximately $330,000 of general and administrative expenses and $30,000 in general and administrative expenses - related party, partially offset by approximately $6,000 in income from investments held in Trust Account.
+Added: For the period from February 19, 2021 (inception) through September 30, 2021, we had a net loss of approximately $691,000, which consisted of approximately $653,000 of general and administrative expenses and $44,000 in general and administrative expenses - related party, partially offset by approximately $6,000 in income from investments held in Trust Account.
Liquidity and Going Concern
−Removed: As of June 30, 2021, the Company had approximately $1.6 million in its operating bank account and working capital of approximately $2.3 million.
+Added: As of September 30, 2021, the Company had approximately $845,000 in its operating bank account and working capital of approximately $2.0 million.
+Added: The Company’s liquidity needs through September 30, 2021 have been satisfied through a payment of $25,000 by the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of approximately $109,000 from the Sponsor pursuant to the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account.
+Added: The Company fully repaid the Note on May 28, 2021.
+Added: 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 the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4).
+Added: As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan.
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.
Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
−Removed: As of June 30, 2021, there were no amounts outstanding under any Working Capital Loan.
+Added: As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan.
Contractual Obligations
11 unchanged sentences
The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
−Removed: Risks and Uncertainties
−Removed: Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement.
−Removed: The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Critical Accounting Policies and Estimates
20 unchanged sentences
The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
−Removed: Accordingly, at June 30, 2021, 26,267,388 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet.
+Added: Accordingly, 27,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet.
+Added: Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Loss per Ordinary Share
−Removed: The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the two-class method of net income (loss) per ordinary share.
−Removed: Net income (loss) per ordinary share, basic and diluted, for redeemable Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of redeemable Class A ordinary shares outstanding for the periods.
−Removed: Net income (loss) per ordinary share, basic and diluted, for non-redeemable Class A and Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income attributable to redeemable Class A ordinary shares, by the weighted average number of non-redeemable Class A and Class B ordinary shares outstanding for the periods.
−Removed: Non-redeemable Class A ordinary shares includes shares sold in the Private Placement Shares and Class B ordinary shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.
+Added: 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.
+Added: Income and losses are shared pro rata between the two classes of shares.
+Added: Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.
+Added: Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
Recent accounting standards
3 unchanged sentences
The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.
−Removed: The Company adopted ASU 2020-06 on February 10 (inception), 2021.
+Added: The Company adopted ASU 2020-06 on February 19, 2021 (inception) using the modified retrospective method for transition.
Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
−Removed: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our condensed financial statements.
+Added: Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.
Off-Balance Sheet Arrangements
−Removed: As of June 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
+Added: As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
On April 5, 2012, the JOBS Act was signed into law.
9 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.