15 unchanged sentences
Results of Operations
−Removed: All activity for the period from March 15, 2021 (inception) through March 31, 2023 related to our formation and the preparation for the Initial Public Offering.
−Removed: We do not expect to generate any operating revenues until after the completion of our initial Business Combination.
+Added: All activity for the period from March 15, 2021 (inception) through June 30, 2023 related to our formation and the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial business combination.
+Added: We will not generate any operating revenues until after the completion of our initial Business Combination.
+Added: We generate non-operating income in the form of interest income on investments.
We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
−Removed: For the three months ended March 31, 2023 and 2022, we had a net loss of $300 and $1,751, respectively, consisting of formation costs.
+Added: For the three months ended June 30, 2023, we had net income of $3,565,936, which consisted of investment income earned on investments held in Trust Account of $3,873,223, offset by general and administrative costs of $307,287.
+Added: For the six months ended June 30, 2023, we had net income of $3,565,636, which consisted of investment income earned on investments held in Trust Account of $3,873,223, offset by general and administrative costs of $307,587.
+Added: For the three and six months ended June 30, 2022, we had net loss of $313 and $2,064, respectively, consisting of formation costs.
Liquidity and Capital Resources
−Removed: Our liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares and a loan from the Sponsor pursuant to the Promissory Note (see Note 4).
−Removed: As of March 31, 2023, there was $344,283 outstanding under the Promissory Note.
+Added: As of June 30, 2023, we had approximately $2,520,846 in our operating bank account and working capital of approximately $3.0 million.
+Added: Our liquidity needs to date have been satisfied through a contribution of $25,000 from our Sponsor to cover certain expenses in exchange for the issuance of the Class B ordinary shares, a loan of $366,781 from our Sponsor pursuant to the Promissory Note (see Note 4) and the proceeds from the consummation of the Private Placement not held in the Trust Account.
On April 25, 2023, the total balance of $366,781 of the Promissory Note was fully repaid to the Sponsor.
−Removed: In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor may provide us with Working Capital Loans.
−Removed: As of March 31, 2023, there was no amount outstanding under any Working Capital Loans.
−Removed: On April 25, 2023, we consummated the Initial Public Offering of 50,000,000 Units at $10.00 per Unit, generating gross proceeds of $500,000,000, and incurring offering costs of $28,452,534.
−Removed: Concurrently with the closing of the Initial Public Offering, we consummated the sale of 14,300,000 Private Placement Warrants, including 1,000,000 additional Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $14,300,000, in a private placement to our Sponsor.
+Added: In addition, in order to
+Added: finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor may provide us with Working Capital Loans.
+Added: As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loans.
Trends Affecting Our Business
−Removed: We have evaluated the impact of persistent inflation and rising interest rates, financial market instability, including the recent bank failures, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the conflict in Ukraine and the surrounding region.
+Added: We have evaluated the impact of persistent inflation and rising interest rates, financial market instability, including the recent bank failures and certain geopolitical events, including the conflict in Ukraine and the surrounding region.
We have concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on our financial position, results of operations and/or ability to complete an initial business combination, we cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination.
5 unchanged sentences
Underwriting Agreement and Advisory Agreement
−Removed: The underwriters will be entitled to a deferred fee of $17,500,000.
+Added: The underwriters are entitled to a deferred fee of $17,500,000.
The deferred fee will be waived by the underwriters in the event that we do not complete an initial business combination, subject to the terms of the underwriting agreement.
1 unchanged sentence
The fees payable to Ares Management Capital Markets LLC will be reimbursed from a portion of the fees to the underwriters.
+Added: Contingent Fees
+Added: We have entered into fee arrangement with a service provider pursuant to which certain transaction fees and service fees will become payable only if we consummate a Business Combination.
+Added: If the Business Combination does not occur, we will not be required to pay these contingent fees.
+Added: As of June 30, 2023, the amount of these contingent fees with the service provider was approximately $0.7 million.
Critical Accounting Estimates
5 unchanged sentences
The Company has identified the following as its critical accounting estimates:
−Removed: Deferred Offering Costs
−Removed: Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to shareholder’s equity upon the completion of the Initial Public Offering on April 25, 2023.
+Added: Class A Ordinary Shares Subject to Possible Redemption
+Added: We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
+Added: Conditionally redeemable Class A ordinary shares (including
+Added: Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.
+Added: At all other times, Class A ordinary shares are classified as shareholders’ equity.
+Added: Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.
+Added: Accordingly, at June 30, 2023, 50,000,000 Class A ordinary shares, subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of our unaudited condensed balance sheets.
+Added: At December 31, 2022, there were no Class A ordinary shares subject to possible redemption.
+Added: We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.
+Added: This method would view the end of the reporting period as if it were also the redemption date for the security.
Net Income (Loss) Per Ordinary Share
−Removed: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.
−Removed: Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.
−Removed: At March 31, 2023 and December 31, 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings.
−Removed: As a result, diluted loss per share is the same as basic loss per share for the periods presented.
+Added: We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.
+Added: We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.
+Added: Income and losses are shared pro rata between the two classes of shares.
+Added: Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period.
+Added: Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
+Added: The calculation of diluted income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants, because the exercise of the warrants is contingent upon the occurrence of future events.
Recent Accounting Pronouncements
10 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.