What changed in this filing

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Item 1. Financial Statements

2022-05-20 compared with 2021-11-15 · 84 added, 103 removed, 244 unchanged (43% of the section changed)

1 unchanged sentence

GALATA ACQUISITION CORP.

CONDENSED BALANCE SHEET

September 30, 2021

CONDENSED BALANCE SHEETS

March 31, 2022

December 31, 2021

Prepaid expenses

2 unchanged sentences

Investments held in Trust Account

LIABILITIES AND SHAREHOLDERS' DEFICIT

Accounts payable

Accrued offering costs

TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

Accrued expenses

Total Current Liabilities

4 unchanged sentences

14,375,000 shares (at $ 10.00 per share)

Shareholders' deficit:

Stockholders’ deficit:

Preferred shares, $ 0.0001 par value;

6 unchanged sentences

( 2,854,898 )

Total Shareholders' Deficit

( 2,030,137 )

Total Liabilities and Shareholders' Deficit

The accompanying notes are an integral part of the condensed financial statements.

Total Stockholders’ Deficit

( 2,854,539 )

( 2,029,778 )

Total Liabilities, Class A ordinary shares subject to possible redemption and Stockholders’ Deficit

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

GALATA ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

General and administrative expenses

6 unchanged sentences

Class B ordinary shares - Basic and diluted net loss per ordinary share

The accompanying notes are an integral part of the condensed financial statements.

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

GALATA ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD

FROM FEBRUARY 26, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Class A Ordinary Shares

Class B Ordinary Shares

Shareholders'

Equity (Deficit)

Balance, February 26, 2021 (inception)

Issuance of Class B ordinary shares to Sponsor

Balance, March 31, 2021

Balance, June 30, 2021

Class A ordinary shares accretion to redemption value (restated – see Note 2)

Stockholders’

For the three months ended March 31, 2022

Balance, January 1, 2022

( 2,030,137 )

( 2,029,778 )

Balance, September 30, 2021

Balance, March 31, 2022

( 2,854,898 )

( 2,854,539 )

The accompanying notes are an integral part of the condensed financial statements.

Class A Ordinary Shares

Class B Ordinary Shares

Stockholders’

For the period from February 26, 2021 through March 31, 2021

Balance, February 26, 2021 (inception)

Issuance of Class B ordinary shares to Sponsor

Balance, March 31, 2021

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

GALATA ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

September 30,

CONDENSED STATEMENTS OF CASH FLOWS

Cash flows from operating activities

2 unchanged sentences

Changes in operating assets and liabilities:

Changes in accrued formation and offering costs

Prepaid expenses

Accrued formation costs

Accounts payable

Accrued expenses

Net cash used in operating activities

Cash flows from investing activities

Cash deposited into trust account

( 146,625,000 )

Net cash used in investing activities

( 146,625,000 )

Cash flows from financing activities

Sale of units in public offering, net

Sale of private placement warrants to sponsor

Proceeds from issuance of Class B ordinary shares to sponsor

Net cash provided by financing activities

Net change in cash

2 unchanged sentences

Non-cash financing activities:

Deferred underwriters’ discount and commissions

Initial classification of Class A ordinary shares subject to possible redemption

The accompanying notes are an integral part of the condensed financial statements.

Deferred offering costs included in accrued offering costs

Deferred offering costs paid by Sponsor in exchange for Class B ordinary shares

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

GALATA ACQUISITION CORP.

6 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations.

All activity for the period from February 26, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below.

As of March 31, 2022, the Company had not commenced any operations.

All activity for the period from February 26, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below.

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

50 unchanged sentences

Liquidity and Management’s Plan

As of September 30, 2021 the cash and working capital were $ 645,854 and $ 723,563 respectively.

In connection with the Company’s 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,” management notes that it has completed the Public Offering and the over-allotment.

As such, management believes that the funds which the Company has available following the completion of the Initial Public Offering over-allotment will enable it to sustain operations for a period of at least one-year from the issuance date of this financial statement.

Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated.

As of March 31, 2022 the cash balance and working capital deficit were $ 601,680 and $ 753,546 , respectively.

In connection with the Company’s assessment of going concern considerations in accordance with Account Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the business combination period is less than one year from the date of the issuance of the condensed financial statements.

There is no assurance that the Company's plans to consummate a business combination will be successful within the combination period.

As a result, there is substantial doubt that the Company can sustain operations for a period of at least one year from the issuance date of these condensed financial statements.

The condensed financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

RESTATEMENT OF FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly presented its Class A ordinary shares subject to possible redemption.

The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $ 10.00 per share of Class A ordinary shares while also taking into consideration a redemption cannot result in net tangible assets being less than $ 5,000,001 .

Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control.

Therefore, management concluded that the redemption value should include all shares of Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value.

As a result, management has noted a reclassification error related to temporary equity and permanent equity.

This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.

The impact on previously issued financial statements is presented below.

As previously reported

July 13, 2021 balance sheet (Form 8-K)

Temporary equity ( 12,500,000 shares subject to redemption)

Shareholders’ equity

Class A ordinary shares

Class B ordinary shares

Additional paid in capital

( 5,021,153 )

Accumulated deficit

Total shareholders’ equity

( 5,912,465 )

The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering, as filed with the SEC on July 13, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on July 20, 2021.

In the opinion of the Company’s management, the unaudited condensed financial statements as of September 30, 201 and for the period from February 26, 2021 (inception) through September 30, 2021 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 September 30, 2021 and its results of operations and cash flows for the period from February 26,2021 (inception) through September 30, 2021.

The results of operations for the period from February 26, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ended December 31, 2021.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).

Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

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 condensed 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 March 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.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

5 unchanged sentences

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

The Company did no t have any cash equivalents as of September 30, 2021.

The Company did no t have any cash equivalents as of March 31, 2022 and December 31, 2021.

Investments held in trust

Investments held in trust was $ 146,626,595 at September 30, 2021 and consisted of a money market fund which is carried at fair value.

Investments held in trust were $ 146,643,633 and $ 146,629,787 at March 31, 2022 and December 31, 2021, respectively, and consisted of a money market fund which is carried at fair value.

The money market fund invests in U.S.

government securities, which generally have a readily determinable fair value and are recognized at fair value.

Investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations 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 has not experienced losses on this account.

Offering Costs associated with a Public Offering

7 unchanged sentences

The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at September 30, 2021, the shares of Class A ordinary shares subject to possible redemption in the amount of $ 143,750,000 are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Accordingly, at March 31, 2022 and December 31, 2021, the shares of Class A ordinary shares subject to possible redemption in the amount of $ 143,750,000 are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

5 unchanged sentences

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 June 30, 2021.

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

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

1 unchanged sentence

In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

Consequently, income taxes are not reflected in the Company’s condensed financial statements.

Fair value of financial instruments

2 unchanged sentences

Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture.

At September 30, 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company.

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

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

Three Months Ended

For the Period from February 26, 2021 (Inception)

September 30, 2021

Through September 30, 2021

March 31, 2022

Basic and diluted net income (loss) per common share

Allocation of net income (loss), as adjusted

Allocation of loss, as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per common share

Basic and diluted loss per common share

Recent Accounting Standards

4 unchanged sentences

ASU 2020-06 is effective for the Company on January 1, 2022.

The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations and cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards, except as noted above, if currently adopted, would have a material effect on the Company's financial statements.

The adoption of ASU 2020-06 did not have an impact on the Company’s financial position, results of operations or cash flows.

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 12,500,000 Units at a purchase price of $ 10.00 per Unit generating gross proceeds to the Company in the amount of $ 125,000,000 .

Pursuant to the Initial Public Offering, which was consummated on July 9, 2021, the Company sold 12,500,000 Units at a purchase price of $ 10.00 per Unit generating gross proceeds to the Company in the amount of $ 125,000,000 .

Each Unit consists of one share of the Company’s Class A ordinary share, par value $ 0.0001 per share (the “Class A Ordinary Share”), and one -half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment.

18 unchanged sentences

The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Public Offering.

As of September 30, 2021, there was no amount outstanding under the Promissory Note.

As of March 31, 2022 and December 31, 2021, there was no amount outstanding under the Promissory Note.

Related Party Loans

4 unchanged sentences

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.

As of September 30, 2021, there was no amount outstanding under the Working Capital Loans.

As of March 31, 2022 and December 31, 2021, there was no amount outstanding under the Working Capital Loans.

Related Party Payable

A related party, has paid offering costs on behalf of the Company.

This no amount was outstanding as of September 30, 2021.

A related party has incurred expenses on behalf of the Company.

$ 1,115 and $ 8,640 , respectively, which are included in accrued expenses in the condensed balance sheets, were outstanding as of March 31, 2022 and December 31, 2021.

COMMITMENTS AND CONTINGENCIES

21 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30, 2021

The following table presents information about the Company’s financial assets that are measured at fair value at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2022

December 31, 2021

Marketable securities held in the Trust Account

SHAREHOLDERS’ EQUITY

SHAREHOLDERS’ EQUITY (DEFICIT)

Preferred Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of September 30, 2021, there were no preferred shares issued or outstanding .

As ofMarch 31, 2022, there were no preferred shares issued or outstanding .

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

As of September 30, 2021, there were no Class A ordinary shares issued or outstanding .

As of March 31, 2022 and December 31, 2021, there were no Class A ordinary shares issued or outstanding .

Class B Ordinary Shares —The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled to one vote for each share.

As of September 30, 2021, there were 3,593,750 Class B ordinary shares issued and outstanding.

As of March 31, 2022, there were 3,593,750 Class B ordinary shares issued and outstanding .

Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination.

Holders of ordinary shares, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law.

In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders 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.

The Class B ordinary shares will automatically convert into the Company’s Class A ordinary shares at the time of its initial business combination on a one -for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein.

23 unchanged sentences

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

The Company will account for the 14,437,500 warrants issued in connection with the Initial Public Offering (including 7,187,500 Public Warrants and 7,250,000 Private Place Warrants) in accordance with the guidance contained in ASC 815-40.

The Company accounts for the 14,437,500 warrants issued in connection with the Initial Public Offering (including 7,187,500 Public Warrants and 7,250,000 Private Place Warrants) in accordance with the guidance contained in ASC 815-40.

Such guidance provides that the warrants that are described above are afforded equity classification.

1 unchanged sentence

SUBSEQUENT EVENTS

Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued.

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

Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

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