15 unchanged sentences
We have neither engaged in any operations nor generated any operating revenues to date.
−Removed: 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.
−Removed: We do not expect to generate any operating revenues until after the completion of our initial Business Combination at the earliest.
+Added: Our only activities for the nine months ended September 30, 2022 were organizational activities and those necessary to prepare for the IPO, described below, and since the IPO, the search for a prospective Business Combination.
+Added: We do not expect to generate any operating revenues until after the completion of our Business Combination at the earliest.
We generate non-operating income in the form of interest income from the proceeds of the IPO placed in the Trust Account.
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 six months ended June 30, 2022, we had a net loss of $1,312,809.
−Removed: 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.
+Added: For the nine months ended September 30, 2022, we had a net loss of $1,075,657.
+Added: This consisted of $1,691,594 in professional fees, general and administrative expenses, income tax expense and franchise taxes and $615,937 of net gain on marketable securities in the Trust Account.
Liquidity and Capital Resources
−Removed: As of June 30, 2022 we had $618,599 in cash held outside of the Trust Account.
−Removed: As of June 30, 2022, we had a working capital surplus of $38,990.
+Added: As of September 30, 2022, we had $475,809 in cash held outside of the Trust Account.
+Added: As of September 30, 2022, we had a working capital surplus of $56,014.
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 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.
+Added: For the nine months ended September 30, 2022, net cash used in operating activities was $1,075,657, which is primarily due to a net loss of $1,075,657, changes in working capital of $564,490 and gain on marketable securities of
Net cash used in investing activities was $116,150,000, which was due to the proceeds of the IPO deposited into the trust account.
1 unchanged sentence
We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.
−Removed: We may have insufficient funds available to operate our business prior to our initial Business Combination.
+Added: We may have insufficient funds available to operate our business prior to our Business Combination.
Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
29 unchanged sentences
The Company has engaged A.G.P.
−Removed: as an advisor in connection with an initial Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential initial Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with an initial Business Combination, assist the Company in obtaining stockholders’ approval for the initial Business Combination, and assist the Company with its press releases and public filings in connection with the initial Business Combination.
+Added: as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholders’ approval for a Business Combination, and assist the Company with its press releases and public filings in connection with a Business Combination.
The Company will pay A.G.P.
−Removed: a fee for such marketing services upon the consummation of an initial Business Combination in an amount equal to 4.5% of the gross proceeds of the IPO, or $5,175,000 in the aggregate (exclusive of any applicable finders’ fees which might become payable).
+Added: a fee for such marketing services upon the consummation of a Business Combination in an amount equal to 4.5% of the gross proceeds of the IPO, or $5,175,000 in the aggregate (exclusive of any applicable finders’ fees that might become payable).
Critical Accounting Policies
−Removed: The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.
+Added: The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.
Actual results could materially differ from those estimates.
−Removed: Net Loss per Common Share
−Removed: 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 June 30, 2022 because they are contingently exercisable, and the contingencies have not yet been met.
−Removed: 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.
−Removed: As a result, diluted loss per share is the same as basic loss per share for the period presented.
+Added: Net Income/Loss per Common Share
+Added: Net loss per share is computed by dividing net income or 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.
+Added: The 11,876,000 potential shares of 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 periods ended September 30, 2022 because they are contingently exercisable, and the contingencies have not yet been met.
+Added: Therefore, as of September 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.
+Added: As a result, diluted income or loss per share is the same as basic loss per share for the periods presented.
Accounting for Warrants
15 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.