What changed in this filing

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Item 1. Financial Statements

2022-07-13 compared with 2022-04-13 · 80 added, 88 removed, 562 unchanged (23% of the section changed)

2 unchanged sentences

Current assets:

Deferred offering costs

Other current assets

Total current assets

Deferred offering costs

Cash and marketable securities held in Trust Account

10 unchanged sentences

Class A common stock subject to possible redemption;

8,625,000 and 0 shares (at approximately $ 10.10 per share) as of February 28, 2022 and November 30, 2021, respectively

8,625,000 and 0 shares (at approximately $ 10.10 per share) as of May 31, 2022 and November 30, 2021, respectively

Stockholders’ (deficit) equity:

2 unchanged sentences

none issued and outstanding

Class A common stock, $ 0.0001

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

and 0 issued and outstanding (excluding 8,625,000

shares subject to possible redemption) as of February 28, 2022 and November 30, 2021, respectively

473,750 and 0 issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of May 31, 2022 and November 30, 2021, respectively

Class B common stock, $ 0.0001 par value;

5,000,000 shares authorized;

2,156,250 shares issued and outstanding as of February 28, 2022 and November 30, 2021

2,156,250 shares issued and outstanding as of May 31, 2022 and November 30, 2021

Common stock value

Additional paid-in capital

8 unchanged sentences

For the Three

February 28, 2022

Administration fee - related party

3 unchanged sentences

TOTAL OTHER INCOME

$ ( 107,482 )

Weighted average number of shares of Class A common stock outstanding, basic and diluted

1 unchanged sentence

Weighted average number of shares of Class B common stock outstanding, basic and diluted

Weighted average number of shares outstanding, basic and diluted

Basic and diluted net loss per share of Class B common stock

Basic and diluted net loss per share

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

1 unchanged sentence

STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

the Three Months Ended February 28, 2022

the SIX Months Ended MAY 31, 2022

Balance at November 30, 2021 (audited)

17 unchanged sentences

( 1,369,608 )

Balance at May 31, 2022 (unaudited)

$ ( 1,431,843 )

$ ( 1,431,580 )

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

1 unchanged sentence

OF CASH FLOWS

For the Three

February 28, 2022

Cash Flows from Operating Activities:

$ ( 107,482 )

Adjustments to reconcile net loss to net cash provided by operating activities:

4 unchanged sentences

Accounts payable and accrued expenses

Net Cash Provided By Operating Activities

Net Cash Used in Operating Activities

Cash Flows from Investing Activities:

29 unchanged sentences

is subject to all of the risks associated with early stage and emerging growth companies.

of February 28, 2022, the Company has not commenced any operations.

of May 31, 2022, the Company has not commenced any operations.

All activity for the period from October 20, 2021 (inception) through

February 28, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

May 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

is described below.

186 unchanged sentences

the opinion of the Company’s management, the unaudited interim financial statements 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 February 28, 2022 and its

results of operations and cash flows for the period from December 1, 2021 through February 28, 2022.

The results of operations for the

period December 1, 2021 through February 28, 2022 are not necessarily indicative of the results to be expected for the full fiscal year

a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of May 31, 2022 and its results

of operations for the three and six months ended May 31, 2022 and cash flows for the six months ended May 31, 2022.

The results of operations

for the three and six months ended May 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year

ending November 30, 2022.

29 unchanged sentences

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had cash of $ 1,708,642 and $ 50,000 as of February 28, 2022 and November 30, 2021, respectively.

The Company had cash of $ 1,620,011 and $ 50,000 as of May 31, 2022 and November 30, 2021, respectively.

The Company had no cash equivalents

as of February 28, 2022 and November 30, 2021.

as of May 31, 2022 and November 30, 2021.

held in Trust Account

February 28, 2022, the Company had approximately $ 87.1 million in investments in treasury securities held in the Trust Account.

May 31, 2022, the Company had approximately $ 87.2 million in investments in treasury securities held in the Trust Account.

Costs associated with the Initial Public Offering

17 unchanged sentences

control and subject to the occurrence of uncertain future events.

Accordingly, at February 28, 2022, the Class A common stock subject

to possible redemption in the amount of $ 87,112,500 are presented as temporary equity, outside of the stockholders’ equity section

of the Company’s balance sheets.

Accordingly, at May 31, 2022, the Class A common stock subject to possible

redemption in the amount of $ 87,112,500 are presented as temporary equity, outside of the stockholders’ equity section of the Company’s

balance sheets.

loss per share

8 unchanged sentences

OF BASIC AND DILUTED NET LOSS PER COMMON SHARE

the Three Months Ended

and diluted net loss per share of common stock

and diluted weighted average shares outstanding

and diluted net loss per share of common stock

For the Three Months Ended

Basic and diluted net loss per share of common stock

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share of common stock

For the Six Months Ended

Basic and diluted net loss per share of common stock

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share of common stock

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

8 unchanged sentences

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of February 28, 2022

740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of

tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely

than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of May

31, 2022 and November 30, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

Company’s deferred tax assets were deemed to be de minimis as of February 28, 2022 and November 30, 2021.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since

Company’s deferred tax assets were deemed to be de minimis as of May 31, 2022 and November 30, 2021.

Concentration

82 unchanged sentences

earlier of (i) May 8, 2022, or (ii) the consummation of the Initial Public Offering.

As of February 28, 2022 and November 30, 2021, there

was nothing outstanding under the Promissory Note.

As of May 31, 2022 and November 30, 2021, there

was no amount outstanding under the Promissory Note.

from Related Party

2 unchanged sentences

and are non-interest bearing.

During the three months ended February 28, 2022, the Sponsor paid a total of $ 75,000

of offering and operating costs on behalf of

During the three months ended February 28, 2022, the Company repaid the outstanding balance of $ 211,153 .

As of February 28, 2022 and November 30, 2021, $ 0

was due to the related party, respectively.

During the six months ended May 31, 2022, the Sponsor paid a total of $ 75,000 of offering and operating

costs on behalf of the Company.

During the six months ended May 31, 2022, the Company repaid the outstanding balance of $ 211,153 .

of May 31, 2022 and November 30, 2021, $ 0 and $ 75,000 was due to the related party, respectively.

and Administrative Services

on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office

space, utilities and secretarial and administrative support for up to 24 months.

Upon completion of the Initial Business Combination

or the Company’s liquidation, the Company will cease paying these monthly fees.

During the three months ended February 28, 2022,

the Company recorded a charge of $ 10,000 to the statement of operations pursuant to the agreement.

on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000

per month for office space, utilities and secretarial

and administrative support for up to 24 months.

Upon completion of the Initial Business Combination or the Company’s liquidation,

the Company will cease paying these monthly fees.

During the three and six months ended May 31, 2022, the Company recorded a charge of

respectively, to the statement of operations pursuant

to the agreement.

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

8 unchanged sentences

the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of February

As of May 31, 2022

and November 30, 2021, there were no amounts outstanding under the Working Capital Loans.

26 unchanged sentences

Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

of February 28, 2022 and November 30, 2021, there were no shares of preferred stock issued or outstanding.

A Common Stock — The Company is authorized to issue 50,000,000

shares of Class A common stock with a par value

Holders of Class A common stock are

entitled to one vote for each share.

As of February 28, 2022 and November 30, 2021, there were 473,750

and 0 shares of Class A common stock issued and outstanding,

respectively, (excluding 8,625,000

shares of the Class A Common Stock subject to

possible redemption that were classified as temporary equity in the accompanying balance sheets).

B Common Stock — The Company is authorized to issue 5,000,000 shares of Class B common stock with a par value of $ 0.0001

of May 31, 2022 and November 30, 2021, there were no shares of preferred stock issued or outstanding.

A Common Stock — The Company is authorized to issue 50,000,000 shares of Class A common stock with a par value of $ 0.0001

Holders of Class A common stock are entitled to one vote for each share.

As of May 31, 2022 and November 30, 2021, there were

473,750 and 0 shares of Class A common stock issued and outstanding, respectively, (excluding 8,625,000 shares of the Class A Common

Stock subject to possible redemption that were classified as temporary equity in the accompanying balance sheets).

B Common Stock — The Company is authorized to issue 5,000,000

shares of Class B common stock with a par value of $ 0.0001

Holders of Class B common stock are entitled to one vote for each share.

As of February 28, 2022 and November 30, 2021, there

As of May 31, 2022 and November 30, 2021, there

were 2,156,250 shares of Class B common stock issued and outstanding.

4 unchanged sentences

agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance

arrangements that differ from those in effect upon completion of this offering.

shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier

at the option of the holder, on a one-for-one basis, subject to adjustment.

In the case that additional shares of Class A common stock,

or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to

the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common

stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment

with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of

all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, to 20% of the sum of the total number of all

shares of common stock outstanding upon the completion of Initial Public Offering (excluding the placement units and underlying securities).

arrangements that differ from those that were in effect upon completion of the Initial Public Offering.

shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, on a one-for-one

basis, subject to adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or

deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the

ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders

of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance

or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock

will equal, in the aggregate, on an as-converted basis, to 20% of the sum of the total number of all shares of common stock outstanding

upon the completion of the Initial Public Offering (excluding the placement units and underlying securities).

- Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically

58 unchanged sentences

be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

8 — SUBSEQUENT EVENTS

March 24, 2022 the Units issued in the Company’s Initial Public Offering completed on January 31, 2022 began to trade separately.

Each Unit consisted of one share of Class A common stock (the “Shares”), par value $ 0.0001 per share, one-half of one redeemable

warrant (“Warrant”) and one right (“Right”).

Each whole Warrant entitles the holder to purchase one share of

Class A common stock at an exercise price of $ 11.50 per share, subject to adjustment.

Each Right entitles the holder thereof to receive

one-tenth (1/10) of one share of Class A common stock upon the consummation of an initial business combination.

The Shares will trade

under the symbol “ACAX”, the Warrants will trade under the symbol “ACAXW” and the Rights will trade under the

symbol “ACAXR”.

The Units will continue to trade under the symbol “ACAXU.”

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