28 unchanged sentences
We incur 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 six months ended June 30, 2021, we had a net income of $8,138,992.
−Removed: We incurred $607,545 of formation and operating costs consisting mostly of general and administrative expenses and generated income on out trust account for $3,872.
−Removed: As a result of the restatement described in Note 2 “Restatement of Previously Issued Financial Statements” to the financial statements included herein, we classify the warrants issued in connection with our initial public offering and private placement as liabilities at their fair value and adjust the warrant instruments to fair value at each reporting period.
−Removed: These liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.
−Removed: As part of the reclassification to warrant liability, we reclassed a portion of the offering costs associated with the IPO originally charged to shareholders’ equity, to an expense in the statement of operations in the amount of $780,268 based on a relative fair value basis.
−Removed: For the six months ended June 30, 2021, the change in fair value of warrants was a decrease in the liability of approximately $9,522,933.
−Removed: For the three months ended June 30, 2021, we had a net loss of $1,472,297.
−Removed: We incurred $481,236 of formation and operating costs consisting mostly of general and administrative expenses and generated income on out trust account for $3,872.
−Removed: As a result of the restatement described in Note 2 “Restatement of Previously Issued Financial Statements” to the financial statements included herein, we classify the warrants issued in connection with our initial public offering and private placement as liabilities at their fair value and adjust the warrant instruments to fair value at each reporting period.
−Removed: These liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.
−Removed: As part of the reclassification to warrant liability, we reclassed a portion of the offering costs associated with the IPO originally charged to shareholders’ equity, to an expense in the statement of operations in the amount of $0 based on a relative fair value basis.
−Removed: For the three months ended June 30, 2021, the change in fair value of warrants was a increase in the liability of approximately $994,933.
+Added: For the nine months ended September 30, 2021, we had a net income of $12,035,627.
+Added: We incurred $1,121,283 of formation and operating costs consisting mostly of general and administrative expenses, generated income on out trust account for $8,112, expensed a portion of the offering costs associated with the IPO in the amount of $780,268 based on a relative fair value basis, and had a change in fair value of warrant liability of approximately $13,929,066.
+Added: For the three months ended September 30, 2021, we had a net income of $3,896,635.
+Added: We incurred $513,738 of formation and operating costs consisting mostly of general and administrative expenses, generated income on out trust account for $ 4,240, and had a change in fair value of warrant liability of approximately $4,406,133.
Liquidity and Capital Resources
−Removed: As of June 30, 2021, we had cash outside the trust account of $622,416 available for working capital needs.
+Added: As of September 30, 2021, we had cash outside the trust account of $277,719 available for working capital needs and working capital of $367,733.
All remaining cash held in the trust account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares.
−Removed: As of June 30, 2021, none of the amount in the trust account was available to be withdrawn as described above.
−Removed: Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, and the remaining net proceeds from the initial public offering and the sale of private placement warrants.
−Removed: The Company anticipates that the $622,416 outside of the trust account as of June 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months, assuming that a business combination is not consummated during that time.
+Added: As of September 30, 2021, none of the amount in the trust account was available to be withdrawn as described above.
+Added: Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, and the remaining net proceeds from the initial public offering and the sale of private placement warrants.
+Added: The Company anticipates that the $277,719 outside of the trust account as of September 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months, assuming that a business combination is not consummated during that time.
Until consummation of our business combination, the Company will be using the funds not held in the trust account, and any additional Working Capital Loans (as defined in Note 5 to our financial statements) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5 to our financial statements), for 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 business combination.
5 unchanged sentences
The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
−Removed: As a result of the restatement described in Note 2 “Restatement of Previously Issued Financial Statements” to the financial statements included herein, we classify the warrants issued in connection with our initial public offering and private placement as liabilities at their fair value and adjust the warrant instruments to fair value at each reporting period.
−Removed: These liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.
Derivative Warrant Liabilities
2 unchanged sentences
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.
−Removed: We issued an aggregate of 14,213,333 warrants in connection with our initial public offering and private placement, which, as a result of the restatement described in Note 2 “Restatement of Previously Issued Financial Statements” to the financial statements included herein, are recognized as derivative liabilities in accordance with ASC 815-40.
+Added: We issued an aggregate of 14,213,333 warrants in connection with our initial public offering and private placement, which, are recognized as derivative liabilities in accordance with ASC 815-40.
Accordingly, we recognize the warrants as liabilities at fair value and adjust the instruments to fair value at each reporting period.
The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations.
−Removed: The fair value of warrants issued in connection with our initial public offering and private placement has been estimated using binomial lattice model at each measurement date.
Contractual Obligations
8 unchanged sentences
Correction of an Error in Previously Furnished Financial Statements
−Removed: On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as us.
−Removed: As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, we re-evaluated the accounting for Public Warrants and Private Placement Warrants, collectively (the “Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded that they do not meet the criteria to be classified in stockholders’ equity.
−Removed: Since the Warrants meet the definition of a derivative under ASC 815-40, the Company has restated the financial statements to classify the Warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date.
−Removed: See note 2 to the condensed financial statement (unaudited) included under Part I, Item 1.
+Added: In our previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders' equity greater than $5,000,000 on the basis that we will consummate an initial business combination only if the Company has net tangible assets of at least $5,000,001.
+Added: Thus, we can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep stockholders' equity above the $5,000,000 threshold as "shares not subject to redemption."
+Added: However, in light of recent comment letters issued by the Securities & Exchange Commission ("SEC") to several special purpose acquisition companies, we re-evaluated our application of ASC 480-10-99 to accounting classification of public shares.
+Added: Upon re-evaluation, we determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination.
+Added: In accordance with SEC Staff Accounting Bulletin No.
+Added: 99, "Materiality,"
+Added: and SEC Staff Accounting Bulletin No.
+Added: 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;"
+Added: we evaluated the changes and have determined that the related impacts were not material to any previously presented financial statements.
+Added: Therefore, we, in consultation with our Audit Committee, concluded that our previously issued financial statements impacted should be revised to report all public shares as temporary equity.
+Added: As such we are revising those periods in this Quarterly Report.
Class A Ordinary Shares Subject to Possible Redemption
−Removed: The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.
+Added: The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity."
+Added: Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.
Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity.
1 unchanged sentence
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, as of June 30, 2021, 24,164,531 shares of 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 balance sheet.
+Added: Accordingly, as of September 30, 2021, 27,600,000 shares of 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 balance sheet.
Net Loss per Ordinary Shares
1 unchanged sentence
The Company applies the two-class method in calculating earnings per share.
−Removed: Shares of Class A ordinary shares subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per Class A ordinary shares since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.
+Added: Shares of Class A ordinary shares subject to possible redemption at September 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per Class A ordinary shares since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.
The Company has not considered the effect of Warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate 14,213,333 Class A ordinary shares in the calculation of diluted loss per share, since the exercise of the Warrants into Class A ordinary shares is contingent upon the occurrence of future events.
1 unchanged sentence
Recent Accounting Pronouncements
−Removed: Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.
+Added: August 2020, the FASB issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments.
+Added: ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity.
+Added: The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity.
+Added: ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.
+Added: ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.
+Added: The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.
+Added: Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's 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.
+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.
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.
8 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.