What changed in this filing

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Item 1. Financial Statements

2022-08-23 compared with 2022-05-19 · 107 added, 75 removed, 316 unchanged (37% of the section changed)

2 unchanged sentences

BALANCE SHEETS

March 31, 2022

June 30, 2022

Current assets

28 unchanged sentences

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these unaudited financial statements.

DIGITAL WORLD ACQUISITION CORP.

1 unchanged sentence

Three Months Ended

March 31, 2022

June 30, 2022

Three Months Ended

March 31, 2021

June 30, 2021

Formation and operating costs

Franchise tax expense

Loss from operation costs

1 unchanged sentence

Interest earned on cash held in Trust Account

Loss before income taxes

Income tax expense

Weighted average shares outstanding of Class A common stock

2 unchanged sentences

Basic and diluted net income per Class B common stock

The accompanying notes are an integral part of these financial statements.

Six Months Ended

June 30, 2022

Six Months Ended

June 30, 2021

Formation and operating costs

Loss from operation costs

Other income and expenses:

Interest earned on cash held in Trust Account

Loss before income taxes

Income tax expense

Weighted average shares outstanding of Class A common stock

Basic and diluted net income per Class A common stock

Weighted average shares outstanding of Class B common stock

Basic and diluted net income per Class B common stock

The accompanying notes are an integral part of these unaudited financial statements.

DIGITAL WORLD ACQUISITION CORP.

3 unchanged sentences

Balance - March 31, 2022

Remeasurement of Class A common stock to redemption value

Balance - June 30, 2022

Stockholders’

1 unchanged sentence

Issuance of Class B common stock to sponsor (1)(2)

Balance – December 31, 2021

Balance - March 31, 2021

Balance - June 30, 2021

The shares and the associated amounts have been retroactively restated to reflect the three -for-one

2 unchanged sentences

All shares and associated amounts have been retroactively restated to reflect the surrender of these shares (see Note 7).

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these unaudited financial statements.

DIGITAL WORLD ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

Three Months Ended

March 31, 2022

Three Months Ended

March 31, 2021

Six Months Ended

June 30, 2022

Six Months Ended

June 30, 2021

Cash flows from operating activities:

8 unchanged sentences

Cash flows from financing activities:

Proceeds from Working Capital Loans

Proceeds from working capital loan

Proceeds from issuance of Class B common stock to Sponsor

5 unchanged sentences

Accrued deferred offering costs

The accompanying notes are an integral part of these financial statements.

Remeasurement of Class A common stock

The accompanying notes are an integral part of these unaudited financial statements.

DIGITAL WORLD ACQUISITION CORP.

5 unchanged sentences

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on middle-market emerging growth technology-focused companies in the Americas, in the SaaS and Technology or Fintech and Financial Services sector.

At March 31, 2022, the Company had not yet commenced any operations.

All activity through March 31, 2022 relates to the Company’s formation, the initial public Offering (“Initial Public Offering”), which is described below and the search for targets for its initial Business Combination.

At June 30, 2022, the Company had not yet commenced any operations.

All activity through June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and the search for targets for its initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

4 unchanged sentences

The registration statement for the Company’s Initial Public Offering was declared effective on September 2, 2021 (the “Registration Statement”).

On September 8, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 , and incurred offering costs of $ 23,566,497 , consisting of deferred underwriting commissions of $ 10,062,500 (see Note 3), fair value of the representative shares (as defined in Note 7) of $ 1,437,500 , fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of

$ 7,677,450 , fair value of shares transferred to officers and directors of $ 221,018 , and other offering costs of $ 4,168,029 .

The Units sold in the Initial Public Offering included Units that were subject to a 45 -day

44 unchanged sentences

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

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 (as defined in Note 5).

As of March 31, 2022 and

December 31, 2021, there were no amounts outstanding under any Working Capital Loan.

In November 2021, the Sponsor committed to provide loans of up to an aggregate of $ 1,000,000

to the Company through September 8, 2022 (or up to March 8, 2023 if the Company extends the maximum time to complete a Business Combination), which loans will be non-interest bearing, unsecured and will be payable upon the consummation of a Business Combination.

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 (as defined in Note 5).

As of June 30, 2022 and December 31, 2021, $ 451,700 and $ 0 were outstanding under Working Capital Loans, respectively.

In November 2021, the Sponsor committed to provide loans of up to an aggregate of $ 1,000,000 to the Company through September 8, 2022 (or up to March 8, 2023 if the Company extends the maximum time to complete a Business Combination), which loans will be non-interest

bearing, unsecured and will be payable upon the consummation of a Business Combination.

However, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15,

15 unchanged sentences

The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of TMTG Stock as of immediately prior to the Effective Time (“TMTG Stockholders” and, together with the holders of TMTG options and restricted stock units immediately prior to the Effective Time, the “TMTG Security Holders”) will be an amount equal to $ 875,000,000 , subject to adjustments for TMTG’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”), plus the additional contingent right to receive certain earnout shares after the Closing, provided that it shall exclude any additional shares issuable upon conversion of certain TMTG convertible notes.

The Merger Consideration to be paid to TMTG Stockholders will be paid solely by the delivery of new shares of the Company’s common stock, with each valued at the price per share at which each share of the Company’s common stock is redeemed or converted pursuant to the redemption by the Company of its public stockholders in connection with the Company’s initial Business Combination, as required by the Company’s Amended and Restated Certificate of Incorporation, by-laws and the Company’s Initial Public Offering prospectus.

The Merger Consideration will be subject to a post-Closing true up

90 days after the Closing.

1,000,000 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), at a purchase price of

$ 1,000 per share of Preferred Stock, for an aggregate commitment of

$ 1,000,000,000 in a private placement (the “PIPE”) to be consummated concurrently with the Transactions.

The shares of Preferred Stock have an initial conversion price per share of

$ 33.60 and are initially convertible into an aggregate of

29,761,905 shares of common stock.

and the Company’s Initial Public Offering prospectus.

The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing.

On December 4, 2021, in support of the Transactions, the Company entered into securities purchase agreements (the “SPAs”) with certain institutional accredited investors (the “PIPE Investors”), pursuant to which the investors agreed to purchase an aggregate of 1,000,000 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), at a purchase price of $ 1,000 per share of Preferred Stock, for an aggregate commitment of $ 1,000,000,000 in a private placement (the “PIPE”) to be consummated concurrently with the Transactions.

The shares of Preferred Stock have an initial conversion price per share of $ 33.60 and are initially convertible into an aggregate of 29,761,905 shares of common stock.

The closing of the PIPE is conditioned on the concurrent closing of the Transactions and other closing conditions as set forth in the SPA.

6 unchanged sentences

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of the Company’s management, the unaudited financial statements as of March 31, 2022 and for the three months ended March 31, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended 31, 2022.

The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period.

In the opinion of the Company’s management, the unaudited financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 include all adjustments, which 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 and its results of operations and cash flows for the three and six months ended June 30, 2022.

The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period.

Emerging Growth Company

28 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits as of March 31, 2022 or December 31, 2021 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of June 30, 2022 or December 31, 2021 and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

3 unchanged sentences

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months .

The effective tax rate was ( 0.81 ) percent and ( 0.56 ) percent for the quarter and six months ended June 30, 2022, respectively, and 0.00 percent for the quarter and six months ended June 30, 2021, respectively

Net Loss Per Share

5 unchanged sentences

The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events.

As of March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As of June 30, 2022 and June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented .

3 unchanged sentences

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

At March 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

At June 30, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

42 unchanged sentences

With certain limited exceptions, the Placement Units, Placement Shares, Placement Warrants and the Class A common stock underlying the Placement Warrants, will not be transferable, assignable or saleable by the Sponsor or its permitted transferees until 30 days after the completion of the initial Business Combination.

Promissory Note — Related Party

On December 11, 2020, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 , of which $ 0 was outstanding under the note as of December 31, 2021.

The note was non-interest

bearing and payable on the earlier of (i) September 30, 2021 or (ii) the consummation of the Initial Public Offering.

DIGITAL WORLD ACQUISITION CORP.

3 unchanged sentences

The Company has agreed to pay the affiliate of the Sponsor $ 15,000 per month for these services.

$ 45,000 of expense was recorded for the three months ended March 31, 2022.

$ 45,000 and $ 90,000 of expense was recorded for the three and six months ended June 30, 2022, respectively.

Related Party Loans

1 unchanged sentence

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, initially up to

$ 1,500,000 of notes could have been converted upon consummation of a Business Combination into additional units at a price of

$ 10.00 per unit.

The amount of such loans that can be converted to units has subsequently been increased to $ 30,000,000 .

The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, initially up to $ 1,500,000 of notes could have been converted upon consummation of a Business Combination into additional units at a price of $ 10.00 per unit.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

In November 2021, the Sponsor committed to provide loans of up to an aggregate of

$ 1,000,000 to the Company through September 8, 20

22 (or up to March 8, 2023 if the Company extends the maximum time to complete a Business Combination), wh

ich loans will be non-interest bearing, unsecured and will be payable upon the consummation of a Business Combination.

As of March 31, 2022 and December 31, 2021 there were $ 300,000

outstanding under this loan, respectively.

November 2021, the Sponsor committed to provide loans of up to an aggregate of

1,000,000 to the Company through September 8, 2022 (or up to March 8, 2023 if the Company extends the maximum time to complete a Business Combination), which loans will be

bearing, unsecured and will be payable upon the consummation of a Business Combination.

As of June 30, 2022 and December 31, 2021, there were $ 451,

and $0 outstanding under this loan, respectively.

On May 12, 2022, the Company entered into an amendment (the “Amendment to the Insider Letter”) to that certain letter agreement, dated September 2, 2021 (“Insider Letter”), with the Sponsor and the Company’s directors, officers or other initial shareholders named therein (the “Insiders”).

Pursuant to the Insider Letter, among other matters, the Sponsor and the Insiders agreed in Section 9 thereof, that the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may make no n

-interest bearing loans to the Company to finance transaction costs in connection with the Business Combination and that, at the option of the lender, up to $ 1,500,000 of such loans may be convertible into units, at a price of $ 10.00 per unit, upon consummation of the Business Combination.

Under the Amendment to the Insider Letter, each of the Sponsor and the Insiders have agreed to revise the terms of the Insider Letter to increase the aggregate principal amount of loans by the Sponsor, its affiliates or our officers and directors that can be converted into units from $ 1,500,000 to $ 30,000,000 .

The securities issuable upon conversion of such loans are subject to stockholder approval at the special meeting of the Company’s stockholders to be held to approve the Business

As of June 30, 2022, no such loans were outstanding.

COMMITMENTS AND CONTINGENCIES

18 unchanged sentences

In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the Registration Statement.

Legal Matters

The Company is cooperating with a Financial Industry Regulatory Authority, Inc.

(“FINRA”) inquiry concerning events (specifically, a review of trading) that preceded the public announcement of the Merger Agreement.

According to FINRA’s request, the inquiry should not be construed as an indication that FINRA has determined that any violations of Nasdaq rules or federal securities laws have occurred, nor as a reflection upon the merits of the securities involved or upon any person who effected transactions in such securities.

The Company is also cooperating with an SEC investigation, including responding to several document requests and subpoenas from the SEC to the Company and certain of its directors seeking various documents and information regarding, among other things, meetings of the Company’s Board of Directors;

communications with and the evaluation of potential targets, including TMTG;

communications relating to TMTG;

agreements with and payments made to certain advisors;

investors, including investor meetings and agreements;

the appointment of certain of the Company’s officers and directors;

policies and procedures relating to trading;

and documents sufficient to identify banking, telephone, and email addresses;

the Company’s due diligence regarding TMTG, communications regarding and due diligence of potential targets other than TMTG;

and relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor and certain advisors, including the Company’s underwriter and financial advisor in its Initial Public Offering).

According to the SEC’s request and subpoena, the investigation does not mean that the SEC has concluded that anyone violated the law or that the SEC has a negative opinion of the Company or any person, entity, or security.

Any resolution of the inquiry or investigation, as well as proceedings by the SEC, FINRA, or other governmental or regulatory authorities, could result in the imposition of significant fines, penalties, injunctions, prohibitions on the conduct of the Company’s business, damage to its reputation and other sanctions against it, including restrictions on its activities.

The SEC also issued an order of examination pursuant to Section 8(e) of the Securities Act, with respect to the Form S-4

relating to the Transactions with TMTG, and a further subpoena in support thereof.

This subpoena seeks additional documents and information with respect to, among other things, communications regarding and due diligence of potential targets other than TMTG, relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor) and certain advisors, including the Company’s underwriter and financial advisor in its Initial Public Offering), the holders of ownership interests in the Sponsor, certain elements of the transaction history for equity in the Sponsor, and certain forward-looking information about TMTG referenced in the Form S-4.

Any resolution of the investigation could result in the imposition of significant penalties, injunctions, prohibitions on the conduct of the Company’s business, damage to its reputation and other sanctions against it.

In addition, the Section 8(e) order of examination of the Form S-4

can be expected to delay effectiveness of the Form S-4,

which could materially delay, materially impede, or prevent the consummation of the Transactions.

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

In addition, the Company and each member of its board of directors received grand jury subpoenas seeking certain of the same documents demanded in the above-referenced SEC subpoenas, along with requests relating to the Company’s S-1 filings, communications

with or about multiple individuals, and information regarding Rocket One Capital.

The Company has been informed that on June 27, 2022, TMTG received a subpoena from the SEC seeking documents relating to, among other things, the Company and other potential counterparties for a business transaction involving TMTG.

The Company has also been informed that on June 30, 2022, TMTG was served with a subpoena, issued by a federal grand jury sitting in the Southern District of New York, seeking a subset of the same or similar documents demanded in subpoenas to the Company and its directors.

Certain current and former TMTG personnel have also recently received individual grand jury subpoenas.

These subpoenas, and the underlying investigations by the SEC and the U.S.

Department of Justice, can be expected to delay effectiveness of the Form S-4,

which could materially delay, materially impede, or prevent the consummation of the Transactions.

STOCKHOLDERS’ EQUITY

1 unchanged sentence

- The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

At June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

A Common Stock

3 unchanged sentences

The Company accounts for the representative shares as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity, at an estimated fair value of $ 1,437,500 .

At March 31, 2022 and December 31, 2021, there were 28,750,000 shares of Class A common stock issued and outstanding that are subject to possible redemption, and accordingly, such share have been classified outside of permanent equity.

At March 31, 2022 and December 31, 2021, there were 1,277,234 shares of Class A common stock included in stockholders’ equity.

At June 30, 2022 and December 31, 2021, there were 28,750,000 shares of Class A common stock issued and outstanding that are subject to possible redemption, and accordingly, such share have been classified outside of permanent equity.

At June 30, 2022 and December 31, 2021, there were 1,277,234 shares of Class A common stock included in stockholders’ equity.

B Common Stock

2 unchanged sentences

On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration.

At March 31, 2022 and December 31, 2021, there were 7,187,500 shares of Class B common stock issued and outstanding, of which 1,650,000 shares were transferred to qualified institutional buyers.

At June 30, 2022 and December 31, 2021, there were 7,187,500 shares of Class B common stock issued and outstanding, of which 1,650,000 shares were transferred to qualified institutional buyers.

The shares of Class B Common Stock held by the Sponsor, officers and directors of the Company and institutional buyers represent 20 % of the issued and outstanding shares after the Initial Public Offering (assuming those initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Shares).

9 unchanged sentences

in whole and not in part;

at a price of $ 0.01

at a price of $ 0.01 per warrant;

at any time after the warrants become exercisable;

upon not less than 30

days’ prior written notice of redemption to each warrant holder;

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00

per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20

trading days within a 30 -trading

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30 -trading

day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

6 unchanged sentences

Accordingly, the warrants may expire worthless.

per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60

% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20

trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $ 9.20

per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115

% of the greater of the Market Value and the Newly Issued Price, and the $ 18.00

per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180

% of the greater of the Market Value and the Newly Issued Price.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the Public Warrants and may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30

days after the completion of the Company’s initial Business Combination and will be entitled to registration rights.

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2022, up to the date the Company issued the financial statements.

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2022, up to the date the Company issued the financial statements.

Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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.

What changed 10-Q

Item 1. Financial Statements