2 unchanged sentences
BALANCE SHEETS
+Added: June 30, 2022
+Added: December 31, 2021
Current assets:
−Removed: held in Trust Account
−Removed: offering costs
+Added: Prepaid expenses - current
+Added: Total current assets
+Added: Prepaid expenses - noncurrent
+Added: Investments held in Trust Account
+Added: Deferred offering costs
$ 136,468,779
−Removed: AND STOCKHOLDERS’ (DEFICIT) EQUITY
−Removed: offering costs
−Removed: party payable
−Removed: payable – Sponsor
+Added: LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
+Added: Accrued expenses
+Added: Note payable – Sponsor
+Added: Total current liabilities
Deferred commission payable
−Removed: and Contingencies (Note 6)
−Removed: stock subject to possible redemption at redemption value ( 13,225,000 shares at $ 10.20 )
−Removed: Stockholders’
−Removed: (Deficit) Equity
−Removed: stock, $ 0.0001 par value;
+Added: Total Liabilities
+Added: Commitments and Contingencies (Note 6)
+Added: Common stock subject to possible redemption at redemption value ( 13,225,000 shares at $ 10.208 per share)
+Added: Stockholders’ (Deficit) Equity
+Added: Preferred stock, $ 0.0001 par value;
1,000,000 shares authorized;
none issued and outstanding
−Removed: A common stock, $ 0.0001
+Added: Class A common stock, $ 0.0001 par value;
100,000,000 shares authorized;
−Removed: (excluding 13,225,000 subject to possible redemption)
−Removed: issued and outstanding at March 31, 2022 and December 31,
−Removed: 2021, respectively
−Removed: B common stock, $ 0.0001 par value;
+Added: 754,000 (excluding 13,225,000 subject to possible redemption) and none issued and outstanding at June 30, 2022 and December 31, 2021, respectively
+Added: Class B common stock, $ 0.0001 par value;
10,000,000 shares authorized;
3,306,250 shares issued and outstanding
−Removed: paid-in capital
+Added: Common stock, value
+Added: Additional paid-in capital
+Added: Accumulated deficit
( 3,295,789 )
−Removed: Stockholders’ (Deficit) Equity
+Added: Total Stockholders’ (Deficit) Equity
( 3,295,383 )
−Removed: Liabilities and Stockholders’ (Deficit) Equity
+Added: T otal Liabilities and Stockholders’ (Deficit) Equity
$ 136,468,779
1 unchanged sentence
CANYON ACQUISITION CORP.
−Removed: STATEMENT OF OPERATIONS
−Removed: the Three Months Ended
−Removed: March 31, 2022
−Removed: and administrative expenses
−Removed: Administration
−Removed: fee – related party
−Removed: income – Investments held in Trust Account
+Added: STATEMENTS OF OPERATIONS
+Added: For the Three Months Ended
+Added: June 30, 2022
+Added: June 30, 2022
+Added: General and administrative expenses
+Added: Administration fee – related party
+Added: Total expenses
+Added: Interest income – Investments held in Trust Account
+Added: Total other income
+Added: Net loss before income taxes
+Added: Income tax expense
$ ( 117,539 )
−Removed: A common stock - weighted average shares outstanding, basic and diluted
−Removed: A common stock - Basic and diluted net loss per share
−Removed: B common stock - weighted average shares outstanding, basic and diluted
−Removed: B common stock - Basic and diluted net loss per share
+Added: $ ( 371,075 )
+Added: Class A common stock – weighted average shares outstanding, basic and diluted
+Added: Class A common stock – Basic and diluted net loss per share
+Added: Class B common stock – weighted average shares outstanding, basic and diluted
+Added: Class B common stock – Basic and diluted net loss per share
+Added: Weighted average shares outstanding, basic and diluted
+Added: Basic and diluted net loss per share
accompanying notes are an integral part of these unaudited condensed financial statements.
CANYON ACQUISITION CORP.
−Removed: STATEMENT OF CHANGES IN STOCKHOLDER’S
−Removed: (DEFICIT) EQUITY
+Added: STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
Additional Paid-in
−Removed: Stockholders’
−Removed: January 1, 2022
−Removed: Proceeds allocated
−Removed: to Public Warrants, net of offering costs
+Added: Stockholders’ Equity
+Added: Balance, January 1, 2022
+Added: Proceeds allocated to Public Warrants, net of offering costs
Sale of private placement units, net of offering costs
−Removed: Remeasurement
−Removed: of Class A common stock subject to possible redemption
+Added: Remeasurement of Class A common stock subject to possible redemption
( 29,462,487 )
1 unchanged sentence
( 32,281,054 )
−Removed: March 31, 2022
+Added: Balance, March 31, 2022
( 3,076,484 )
( 3,076,078 )
+Added: ( 3,076,484 )
+Added: ( 3,076,078 )
+Added: Remeasurement of Class A common stock subject to possible redemption
+Added: Balance, June 30, 2022
+Added: $ ( 3,295,789 )
+Added: $ ( 3,295,383 )
+Added: $ ( 3,295,789 )
+Added: $ ( 3,295,383 )
accompanying notes are an integral part of these unaudited condensed financial statements.
1 unchanged sentence
OF CASH FLOWS
−Removed: THE THREE MONTHS ENDED
−Removed: MARCH 31, 2022
−Removed: flows from operating activities:
+Added: June 30, 2022
+Added: Cash flows from operating activities:
$ ( 371,075 )
−Removed: to reconcile net income to net cash used in operating activities
−Removed: earned on Trust assets
−Removed: in operating assets and liabilities:
−Removed: offering costs
−Removed: Party Payable
−Removed: cash used in operating activities
−Removed: flows from investing activities:
−Removed: deposited into Trust Account
+Added: Adjustments to reconcile net income to net cash used in operating activities
+Added: Interest earned on Trust assets
+Added: Changes in operating assets and liabilities:
+Added: Deferred offering costs
+Added: Prepaid expenses
+Added: Accrued formation and offering costs
+Added: Accrued expenses
+Added: Net cash used in operating activities
+Added: Cash flows from investing activities:
+Added: Cash deposited into Trust Account
( 134,895,000 )
−Removed: cash used in investing activities
+Added: Net cash used in investing activities
( 134,895,000 )
−Removed: flows from financing activities:
−Removed: of units in public offering
−Removed: of private placement units
−Removed: of offering costs
+Added: Cash flows from financing activities:
+Added: Sale of units in public offering
+Added: Sale of private placement units
+Added: Payment of offering costs
( 3,109,411 )
−Removed: of Sponsor note
−Removed: cash provided by financing activities
−Removed: change in cash
−Removed: at beginning of period
−Removed: at end of period
−Removed: financing activities:
−Removed: commission payable
+Added: Repayment of Sponsor note
+Added: Net cash provided by financing activities
+Added: Net change in cash
+Added: Cash at beginning of period
+Added: Cash at end of period
+Added: Non-cash financing activities:
+Added: Deferred commission payable
accompanying notes are an integral part of these unaudited condensed financial statements.
CANYON ACQUISITION CORP.
−Removed: to the financial statements
+Added: to financial statements
1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
8 unchanged sentences
is subject to all of the risks associated with early stage and emerging growth companies.
−Removed: of March 31, 2022, the Company had not commenced any operations.
+Added: of June 30, 2022, the Company had not commenced any operations.
All activity for the period from October 19, 2021 (inception) through
−Removed: March 31, 2022 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”),
+Added: June 30, 2022 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”),
which is described below.
10 unchanged sentences
Simultaneously
−Removed: with the closing of the Initial Public Offering, the Company consummated the sale of 754,000
−Removed: units (the “Private Placement Units”)
−Removed: at a price of $ 10.00
−Removed: per Private Unit in private placements to Murphy
−Removed: Canyon Acquisition Sponsor LLC (the “Sponsor”), with gross proceeds of $ 7,540,000 .
+Added: with the closing of the Initial Public Offering, the Company consummated the sale of 754,000 units (the “Private Placement Units”)
+Added: at a price of $ 10.00 per Private Unit in private placements to Murphy Canyon Acquisition Sponsor LLC (the “Sponsor”), with
+Added: gross proceeds of $ 7,540,000 .
the closing of the Initial Public Offering on February 7, 2022, an amount of $ 139,790,000 from the net proceeds of the sale of the Units
45 unchanged sentences
with our initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation.
−Removed: In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions
+Added: In accordance with U.S.
+Added: Securities and Exchange Commission (“SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions
not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity.
22 unchanged sentences
will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the
−Removed: redemptions pursuant to the tender offer rules of the U.S.
−Removed: Securities and Exchange Commission (“SEC”) and file tender offer
+Added: redemptions pursuant to the tender offer rules of the (“SEC”) and file tender offer
documents with the SEC prior to completing a Business Combination.
22 unchanged sentences
closing of this offering at the election of the Company subject to satisfaction of certain conditions or as extended by the Company’s
−Removed: stockholders in accordance with our amended and restated certificate of incorporation, including the deposit of up to $ 1,150,000 ,
−Removed: or $ 1,322,500
−Removed: if the underwriters’ over-allotment option
−Removed: is exercised in full ($ 0.10 per
−Removed: unit in either case) for each three month extension, into the trust account, or as extended by the Company’s stockholders in accordance
−Removed: with our amended and restated certificate of incorporation), the Company will (i) cease all operations except for the purpose of winding
−Removed: up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share
−Removed: price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
−Removed: in the Trust Account and not previously released to pay taxes (less up to $ 100,000
−Removed: of interest to pay dissolution expenses), divided
−Removed: by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders
−Removed: (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
−Removed: redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve
−Removed: and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the
−Removed: requirements of other applicable law.
−Removed: Our Sponsor has committed to provide additional funds if needed to make such a deposit for the
−Removed: There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will
−Removed: expire worthless if the Company fails to complete a Business Combination within the Combination Period.
+Added: stockholders in accordance with our amended and restated certificate of incorporation, including the deposit of up to $ 1,150,000 , or
+Added: $ 1,322,500 if the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit in either case) for each three month
+Added: extension, into the trust account, or as extended by the Company’s stockholders in accordance with our amended and restated certificate
+Added: of incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
+Added: but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
+Added: amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
+Added: to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares,
+Added: which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further
+Added: liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
+Added: the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to
+Added: the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
+Added: Sponsor has committed to provide additional funds if needed to make such a deposit for the extensions.
+Added: There will be no redemption rights
+Added: or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete
+Added: a Business Combination within the Combination Period.
holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails
21 unchanged sentences
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
−Removed: due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered
+Added: due to claims of creditors by endeavouring to have all vendors, service providers (except for the Company’s independent registered
accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
−Removed: and Management’s Plan
−Removed: connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
−Removed: 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management
−Removed: believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain
−Removed: operations for a period of at least one-year from the issuance date of this financial statement.
−Removed: Additionally, our Sponsor has committed
−Removed: to provide additional funds if needed to make such a deposit for each three month extension noted above.
+Added: Management’s Plan and Going Concern
+Added: In connection with the Company’s assessment of going concern considerations
+Added: in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s
+Added: Ability to Continue as a Going Concern,” management has determined that the Combination Period is less than one year from the date
+Added: of the issuance of the financial statements.
+Added: There is no assurance that the Company’s plans to consummate a Business Combination
+Added: will be successful within the Combination Period.
+Added: Additionally, the Company has incurred and expects to incur significant costs in pursuit
+Added: of its acquisition plans.
+Added: As a result, these factors raise substantial doubt
+Added: about the Company’s ability to continue as a going concern.
+Added: The financial statements do not include any adjustments that might result
+Added: from the outcome of the uncertainty.
and Uncertainties
is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
−Removed: have a negative effect on the Company’s financial position, results of its operations, and search for a target company,
−Removed: the specific impact is not readily determinable as of the date of these financial statements.
−Removed: The financial statements do not include
−Removed: any adjustments that might result from the outcome of this uncertainty.
+Added: have a negative effect on the Company’s financial position, results of its operations, and search for a target company, the specific
+Added: impact is not readily determinable as of the date of these financial statements.
+Added: The financial statements do not include any adjustments
+Added: that might result from the outcome of this uncertainty.
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
of Presentation
−Removed: The accompanying unaudited
−Removed: financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
−Removed: for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities
−Removed: and Exchange Commission (the “SEC”).
−Removed: Certain information or footnote disclosures normally included in financial statements
−Removed: prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
−Removed: Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position,
−Removed: results of operations, or cash flows.
−Removed: In the opinion of the
−Removed: Company’s management, the unaudited financial statements as of March 31, 2022 include all adjustments, which are only of a normal
−Removed: and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of
−Removed: operations and cash flows for the three months ended March 31, 2022.
−Removed: The results of operations for the three months ended March 31, 2022
−Removed: are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim
+Added: accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United
+Added: States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article
+Added: 8 of Regulation S-X of the (“SEC”).
+Added: Certain information or footnote disclosures normally
+Added: included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations
+Added: of the SEC for interim financial reporting.
+Added: Accordingly, they do not include all the information and footnotes necessary for a complete
+Added: presentation of financial position, results of operations, or cash flows.
+Added: the opinion of the Company’s management, the unaudited financial statements as of June 30, 2022 include all adjustments, which
+Added: are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022
+Added: and results of its operations for the three and six months ended June 30, 2022 and cash flows for six months ended June 30, 2022.
+Added: The results of operations for the three
+Added: and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December
+Added: 31, 2022 or any future interim period.
Growth Company
29 unchanged sentences
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
−Removed: The Company had $ 964,602 and $ 48,555 in cash as of March 31, 2022 and December 31, 2021.
−Removed: The Company did not have
−Removed: any cash equivalents as of March 31, 2022 or December 31, 2021.
+Added: The Company had $ 837,687 and $ 48,555 in cash as of June 30, 2022 and December 31, 2021.
+Added: The Company did not have any cash equivalents
+Added: as of June 30, 2022 or December 31, 2021.
Held in Trust Account
−Removed: March 31, 2022, the Company had $ 134,905,182 in investments held in the Trust Account.
+Added: June 30, 2022, the Company had $ 135,096,767 in investments held in the Trust Account.
Costs Associated With a Public Offering
Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A —
−Removed: “ Expenses of Offering.” Offering costs of $ 7,738,161
−Removed: consisting of $ 2,645,000
−Removed: of underwriting fees, $ 4,628,750
−Removed: of deferred underwriting fee (which are held
−Removed: in a trust account with Wilmington Trust Company acting as trustee (the “Trust Account”)), and $ 464,411
−Removed: of Initial Public Offering costs.
−Removed: and $ 19,656 of such costs were allocated to Public Warrants and Private Placement Warrants, respectively.
+Added: “ Expenses of Offering.” Offering costs of $ 7,738,161 consisting of $ 2,645,000 of underwriting fees, $ 4,628,750 of
+Added: deferred underwriting fee (which are held in a trust account with Wilmington Trust Company acting as trustee (the “Trust Account”)),
+Added: and $ 464,411 of Initial Public Offering costs.
+Added: $ 1,358,457 and $ 19,656 of such costs were allocated to Public Warrants and Private Placement
+Added: Warrants, respectively.
A Common Stock Subject to Possible Redemption
9 unchanged sentences
be outside of the Company’s control and subject to the occurrence of uncertain future events.
−Removed: Accordingly, at March 31, 2022, the
+Added: Accordingly, at June 30, 2022, the
shares of Class A common stock subject to possible redemption in the amount of $ 134,996,767 are presented as temporary equity, outside
of the stockholders’ deficit section of the Company’s balance sheet.
−Removed: of March 31 2022, the Class A common stock subject to possible redemption reflected on the condensed balance sheet are reconciled in
+Added: of June 30, 2022, the Class A common stock subject to possible redemption reflected on the condensed balance sheet are reconciled in
the following table:
−Removed: OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
+Added: SCHEDULE OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
Gross proceeds from IPO
4 unchanged sentences
( 6,360,054 )
−Removed: Remeasurement adjustment of carrying value to redemption value
+Added: Original Remeasurement adjustment of carrying value to redemption value
+Added: Original Class A common stock subject to possible redemption
+Added: Remeasurement adjustment of carrying value to redemption value as of June 30, 2022
Class A common stock subject to possible redemption
7 unchanged sentences
as the redemption value approximates fair value.
−Removed: calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection
−Removed: with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the
−Removed: occurrence of future events.
−Removed: As of March 31, 2022, the Company’s outstanding warrants ( 13,979,000 ) have been excluded from
−Removed: diluted net loss as their inclusion would be anti-dilutive.
−Removed: As a result, diluted net income (loss) per common share is the same
−Removed: as basic net income (loss) per common share for the periods presented.
+Added: calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with
+Added: the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence
+Added: of future events.
+Added: As of June 30, 2022, the Company’s outstanding warrants ( 13,979,000 ) have been excluded from diluted net loss
+Added: as their inclusion would be anti-dilutive.
+Added: As a result, diluted net income (loss) per common share is the same as basic net income (loss)
+Added: per common share for the periods presented.
following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
−Removed: OF BASIC AND DILUTED NET INCOME LOSS PER COMMON SHARE
−Removed: the Three Months Ended
−Removed: and diluted net loss per common share
+Added: SCHEDULE OF BASIC AND DILUTED NET INCOME LOSS PER COMMON SHARE
+Added: For the Three Months Ended
+Added: June 30, 2022
+Added: Class A common
+Added: Class B common
+Added: Basic and diluted net loss per common share
+Added: Allocation of net loss
+Added: Basic and diluted weighted average shares outstanding
+Added: Basic and diluted net loss per common share
+Added: For the Six Months Ended
+Added: June 30, 2022
+Added: Class A common
+Added: Class B common
+Added: Basic and diluted net loss per common share
+Added: Allocation of net loss
$ ( 285,946 )
−Removed: and diluted weighted average shares outstanding
−Removed: and diluted net loss per common share
+Added: Basic and diluted weighted average shares outstanding
+Added: Basic and diluted net loss per common share
Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred
8 unchanged sentences
to be realized.
+Added: of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.
+Added: effective tax rate was 33.8 % for the three months ended June 30, 2022 and 8.7 % for the six months ended June 30, 2022.
+Added: The effective
+Added: tax rate differs from the statutory tax rate of 21 % for the three and six months ended June 30, 2022, due to changes in the valuation
+Added: allowance on the deferred tax assets.
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
4 unchanged sentences
as income tax expense.
−Removed: There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022
−Removed: or December 31, 2021.
−Removed: The Company is currently not aware of any issues under review that could result in significant payments, accruals
−Removed: or material deviation from its position.
−Removed: The Company is subject to income tax examinations by major taxing authorities since inception.
−Removed: Company’s deferred tax assets were deemed to be de minimis as of March 31, 2022 and December 31, 2021.
−Removed: The provision or benefit
−Removed: for income taxes was deemed to be de minimis for the three months ended March 31, 2022.
+Added: There were no
+Added: unrecognized tax benefits and no amounts accrued
+Added: for interest and penalties as of June 30, 2022 or December 31, 2021.
+Added: The Company is currently not aware of any issues under review that
+Added: could result in significant payments, accruals or material deviation from its position.
+Added: The Company is subject to income tax examinations
+Added: by major taxing authorities since inception.
+Added: The Company has identified the United States and California as its only tax jurisdictions.
+Added: The Company is subject
+Added: to income taxation by major taxing authorities since inception.
+Added: All tax periods are open to examination by tax authorities.
+Added: These examinations
+Added: may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal
+Added: and state tax laws.
+Added: The Company’s management does not expect that the total amount of unrecognized tax benefits will materially
+Added: change over the next twelve months.
+Added: The Company actual tax expense differs from the expected tax expense due to the change in the valuation
Concentration
1 unchanged sentence
Held in Trust Account
−Removed: Company’s Investments held in trust account were $ 134,905,182 at March 31,2022.
+Added: Company’s Investments held in trust account were approximately $ 135.1 million at June 30, 2022.
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
57 unchanged sentences
Units (including the Class A common stock issuable upon exercise of the warrants included in the Private Placement Units) will not be
−Removed: transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.
+Added: transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.
5 — RELATED PARTY TRANSACTIONS
19 unchanged sentences
and Administrative Services
−Removed: on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office
−Removed: space, utilities and secretarial and administrative support for up to 12 months.
−Removed: Upon completion of the Initial Business Combination
−Removed: or the Company’s liquidation, the Company will cease paying these monthly fees.
−Removed: $ 20,000 of such expenses were incurred for the
−Removed: three months ended March 31, 2022.
+Added: on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per
+Added: month for office space, utilities and secretarial and administrative support for up to 12 months.
+Added: Upon completion of the Initial
+Added: Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
+Added: During the three and six
+Added: months ended June 30, 2022, the Company incurred $ 30,000 and $ 50,000 , respectively,
+Added: of such expenses.
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
8 unchanged sentences
the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
−Removed: As of March 31,
+Added: As of June 30,
2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans.
−Removed: Party Payable
−Removed: Company owns $ 3,875 as of March 31,2022 to a related party for certain expenses.
6 — COMMITMENTS AND CONTINGENCIES
26 unchanged sentences
(less the $ 50,000 advance previously paid).
−Removed: 7 — STOCKHOLDER’S (DEFICIT) EQUITY
+Added: 7 — STOCKHOLDERS’ (DEFICIT) EQUITY
Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.
−Removed: of March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.
−Removed: A Common Stock — The Company is authorized to issue 100,000,000
−Removed: shares of Class A common stock with a par value
−Removed: of Class A common stock are entitled to one vote for each share.
−Removed: of March 31, 2022 and December 31, 2021, there were 754,000
−Removed: respectively, shares of Class A common stock issued and outstanding (excluding the 13,225,000
−Removed: shares subject to possible redemption).
+Added: of June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.
+Added: A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001
+Added: Holders of Class A common stock are entitled to one vote for each share.
+Added: As of June 30, 2022 and December 31, 2021, there
+Added: were 754,000 and zero , respectively, shares of Class A common stock issued and outstanding (excluding the 13,225,000 shares subject to
+Added: possible redemption).
B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001
Holders of Class B common stock are entitled to one vote for each share.
−Removed: As of March 31, 2022 and December 31, 2021, there
+Added: As of June 30, 2022 and December 31, 2021, there
were 3,306,250 shares of Class B common stock issued and outstanding.
94 unchanged sentences
inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
−Removed: following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
−Removed: OF FAIR VALUE OF ASSETS AND LIABILITIES
−Removed: held in Trust Account
+Added: following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2022,
+Added: and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
+Added: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES
+Added: June 30, 2022
+Added: Investments held in Trust Account
$ 135,096,767
5 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.