42 unchanged sentences
As a result, the Company received termination notices from certain PIPE Investors, who originally agreed to purchase up to 251,500 shares of the Company’s Series A Convertible Preferred Stock.
−Removed: As indicated in the accompanying financial statements, on June 30, 2023, we had approximately $84,766 in cash.
+Added: As indicated in the accompanying financial statements, on March 31, 2023, we had approximately $152,704 in cash.
We have incurred and continue to incur significant costs in the pursuit of our initial business combination.
2 unchanged sentences
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our activities from inception through June 30, 2023 were organizational activities and those necessary to prepare for the initial public offering and the search for targets for our initial business combination, including the proposed Merger with TMTG.
+Added: Our activities from inception through March 31, 2023 were organizational activities and those necessary to prepare for the initial public offering and the search for targets for our initial business combination, including the proposed Merger with TMTG.
We do not expect to generate any operating revenues until after the completion of our initial business combination.
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 in connection with our search for targets for our initial business combination.
−Removed: For the three months ended June 30, 2023, we had a net loss of $993,767, which consists of general and administrative costs of $11,808,058 and income tax expense of $904,513, partially offset by $3,618,804 of interest earned on cash held in Trust Account.
−Removed: For the three months ended June 30, 2022, we had a net loss of $3,116,949, which consists primarily of general and administrative costs of $3,479,331, partially offset by interest earned on the cash held in the Trust Account of $395,996.
−Removed: For the six months ended June 30, 2023, we had a net loss of $7,813,981, which consists of general and administrative costs of $12,831,637 and income tax expense of $1,787,806, partially offset by $3,186,658 of interest earned on cash held in Trust Account.
−Removed: For the six months ended June 30, 2022, we had a net loss of $6,277,860, which consists primarily of general and administrative costs of $6,669,773, partially offset by interest earned on the cash held in the Trust Account of $425,527.
+Added: For the three months ended March 31, 2023, we had net income of $1,450,593, which consists primarily of $3,186,658 of interest earned on cash held in Trust Account, partially offset by general and administrative costs of $221,942, legal investigation costs of $669,137 and income tax expense of $794,986.
+Added: For the three months ended March 31, 2022, we had a net loss of $3,202,814, which consists primarily of general and administrative costs of $397,734 and legal investigation costs of $2,742,708.
Factors That May Adversely Affect Our Results of Operations
8 unchanged sentences
We incurred $15,668,029 in transaction costs, including $3,593,750 of underwriting fees, $10,062,500 of deferred underwriting fees, fair value of representative shares of $1,437,500 and $574,279 of other offering costs.
−Removed: For the six months ended June 30, 2023, net increase in cash was $83,777 and was comprised of net cash used in operating activities of $610,556 and net cash provided by financing activities of $694,333.
−Removed: Net cash used in operating activities of $610,556 consisted of a net loss of $7,813,981 and a change of accrued expense of $13,319,801, partially offset by interest earned on assets held in the Trust Account of $6,805,462.
−Removed: Net cash provided by financing activities of $694,333,000 consisted of proceeds from working capital loans and advances from related parties.
−Removed: For the six months ended June 30, 2022, net decrease in cash was $324,762 and was comprised of net cash used in operating activities of $897,582 and net cash provided by financing activities of $572,820.
+Added: For the three months ended March 31, 2023, net increase in cash was $151,714 and was comprised of net cash used in operating activities of $414,286 and net cash provided by financing activities of $566,000.
+Added: Net cash used in operating activities of $414,286 consisted of net income of $1,450,593 and a change of accrued expense of $469,875, partially offset by interest earned on assets held in the Trust Account of $3,186,658.
+Added: Net cash provided by financing activities of $541,000 consisted of proceeds from working capital loans.
+Added: For the three months ended March 31, 2022, net decrease in cash was $286,238 and was comprised of net cash used in operating activities of $646,388 and net cash provided by financing activities of $360,150.
Net cash used in operating activities of $646,388 consisted of a net loss of $3,202,814 partially offset by a change in accrued expenses of $2,476,538.
Net cash provided by financing activities of $360,150 consisted of proceeds from working capital loans and advances from related parties.
−Removed: As of June 30, 2023, we had cash of $307,136,113 held in the trust account.
+Added: As of March 31, 2023, we had cash of $303,517,309 held in the trust account.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account to complete our initial business combination.
6 unchanged sentences
The issuances of the two notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
−Removed: As of June 30, 2023, we had cash of $84,766 outside of the trust account.
+Added: As of March 31, 2023, we had cash of $152,704 outside of the trust account.
We intend to use the funds held outside the trust account primarily to complete the TMTG Business Combination, or if the TMTG Business is not consummated, identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
7 unchanged sentences
Off-Balance Sheet Arrangements
−Removed: We did not have any off-balance sheet arrangements as of June 30, 2023.
+Added: We did not have any off-balance sheet arrangements as of March 31, 2023.
Contractual Obligations
19 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.