15 unchanged sentences
We have neither engaged in any operations nor generated any operating revenues to date.
−Removed: Our only activities for the three months ended March 31, 2022 were organizational activities and those necessary to prepare for the IPO, described below, and since the IPO, the search for a prospective initial Business Combination.
+Added: Our only activities for the six months ended June 30, 2022 were organizational activities and those necessary to prepare for the IPO, described below, and since the IPO, the search for a prospective initial Business Combination.
We do not expect to generate any operating revenues until after the completion of our initial Business Combination at the earliest.
1 unchanged sentence
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 in connection with searching for, and completing, a Business Combination.
−Removed: For the three months ended March 31, 2022, we had a net loss of $590,409.
−Removed: This consisted of $530,687 in professional fees, general and administrative expenses, and franchise taxes and $59,722 of loss on marketable securities in the Trust Account.
+Added: For the six months ended June 30, 2022, we had a net loss of $1,312,809.
+Added: This consisted of $1,412,448 in professional fees, general and administrative expenses, and franchise taxes and $99,639 of net gain on marketable securities in the Trust Account.
Liquidity and Capital Resources
−Removed: As of March 31, 2022 we had $800,727 in cash held outside of the Trust Account.
−Removed: As of March 31, 2022, we had a working capital surplus of $853,883.
+Added: As of June 30, 2022 we had $618,599 in cash held outside of the Trust Account.
+Added: As of June 30, 2022, we had a working capital surplus of $38,990.
The Company’s liquidity needs will be satisfied through the proceeds from loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties held outside of the Trust Account.
1 unchanged sentence
Accordingly, the Company may not be able to obtain additional financing.
−Removed: For the three months ended March 31, 2022, net cash used in operating activities was $802,186, which is primarily due to a net loss of $590,409 and changes in working capital of $271,499.
+Added: For the six months ended June 30, 2022, net cash used in operating activities was $984,354, which is primarily due to a net loss of $1,312,809, changes in working capital of $428,094 and gain on marketable securities of $99,639.
Net cash used in investing activities was $116,150,000, which was due to the proceeds of the IPO deposited into the trust account.
−Removed: Net cash provided by financing activities was $117,749,000, which was due to the IPO proceeds.
+Added: Net cash provided by financing activities was $117,749,000 which was primarily due to the IPO proceeds and the proceeds from private placement.
We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.
24 unchanged sentences
On January 14, 2022, the underwriters fully exercised their over-allotment option and purchased 1,500,000 Units at $10.00 per Unit.
−Removed: The underwriters were paid a cash underwriting discount of $500,000 at the closing of the IPO.
+Added: The underwriters were paid an underwriting fee of $500,000 at the closing of the IPO.
As an additional underwriting fee, on June 16, 2021, the Sponsor transferred 1,207,500 of the Founder Shares to an affiliate of A.G.P.
12 unchanged sentences
Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor.
−Removed: The 11,876,000 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended March 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met.
−Removed: Therefore, as of March 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.
+Added: The 11,876,000 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended June 30, 2022 because they are contingently exercisable, and the contingencies have not yet been met.
+Added: Therefore, as of June 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.
As a result, diluted loss per share is the same as basic loss per share for the period presented.
Accounting for Warrants
−Removed: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives
−Removed: and Hedging (“ASC 815”).
+Added: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).
The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.
13 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.