12 unchanged sentences
We intend to effectuate our business combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.
−Removed: As indicated in the accompanying financial statements, as of March 31, 2024, we had $1,643,343 in our operating bank account.
+Added: As indicated in the accompanying financial statements, as of June 30, 2024, we had $1,396,782 in our operating bank account.
Further, we expect to continue to incur significant costs in the pursuit of initial business combinations.
11 unchanged sentences
Results of Operations
−Removed: All activity for the period from March 15, 2021 (inception) through March 31, 2024 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: All activity for the period from March 15, 2021 (inception) through June 30, 2024 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.
We will not generate any operating revenues until after the completion of our initial Business Combination.
1 unchanged sentence
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, 2024, we had net income of $6,393,390, which consisted of investment income earned on investments held in Trust Account of $6,848,902, offset by general and administrative costs of $455,512.
−Removed: For the three months ended March 31, 2023, we had net loss of $300, consisting of formation costs.
+Added: For the three months ended June 30, 2024, we had net income of $6,585,367, which consisted of investment income earned on investments held in Trust Account of $6,958,789, offset by general and administrative costs of $373,422.
+Added: For the six months ended June 30, 2024, we had net income of $12,978,757, which consisted of investment income earned on investments held in Trust Account of $13,807,691, offset by general and administrative costs of $828,934.
+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.
Going Concern Considerations, Liquidity and Capital Resources
−Removed: As of March 31, 2024, we had $1,643,343 in our operating bank account and working capital of $1,680,429.
+Added: As of June 30, 2024, we had $1,396,782 in our operating bank account and working capital of $1,307,006.
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.
1 unchanged sentence
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, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans.
+Added: As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans.
In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,” our management has determined that the mandatory liquidation of the Trust Account, should a business combination not occur, raises substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed financial statements are issued.
3 unchanged sentences
Trends Affecting Our Business
−Removed: We continue to evaluate the impact of persistent inflation and rising interest rates, financial market instability and certain geopolitical events, including the ongoing conflicts in the Middle East and Ukraine.
+Added: We continue to evaluate the impact of persistent inflation and rising interest rates, financial market instability and certain geopolitical events.
Management has 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.
3 unchanged sentences
On April 20, 2023, we entered into an agreement to pay our Sponsor a monthly fee of $16,667 for general and administrative services including office space, utilities, secretarial support and administrative services.
−Removed: This arrangement will
−Removed: terminate upon completion of our initial business combination or the distribution of the Trust Account to the public shareholders.
+Added: This arrangement will terminate upon completion of our initial business combination or the distribution of the Trust Account to the public shareholders.
Underwriting Agreement and Advisory Agreement
6 unchanged sentences
If the Business Combination does not occur, we will not be required to pay these contingent fees.
−Removed: As of March 31, 2024, the amount of these contingent fees with the service provider was $732,045.
+Added: As of June 30, 2024, the amount of these contingent fees with the service provider was $732,045.
Critical Accounting Estimates
10 unchanged sentences
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.
−Removed: Accordingly, as of March 31, 2024 and December 31, 2023, 50,000,000 Class A ordinary shares, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of our unaudited condensed balance sheets.
+Added: Accordingly, as of June 30, 2024 and December 31, 2023, 50,000,000 Class A ordinary shares, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of our unaudited condensed balance sheets.
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.
This method would view the end of the reporting period as if it were also the redemption date for the security.
−Removed: Net Income (Loss) Per Ordinary Share
+Added: Net Income Per Ordinary Share
We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.
1 unchanged sentence
Income and losses are shared pro rata between the two classes of shares.
−Removed: 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: Net income (loss) per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period.
Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
−Removed: 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.
+Added: The calculation of diluted net income 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.