2 unchanged sentences
References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Galata Acquisition Sponsor, LLC.
−Removed: The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.
+Added: The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report.
Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
10 unchanged sentences
We presently have no revenue.
−Removed: All activities for the period from February 26, 2021 (inception) through June 30, 2021, relate to the formation and the IPO.
+Added: All activities for the period from February 26, 2021 (inception) through March, 2022, relate to the formation and the IPO.
We will have no operations other than the active solicitation of a target business with which to complete a business combination, and we will not generate any operating revenue until after its initial business combination, at the earliest.
7 unchanged sentences
We cannot assure you that our plans to complete our Initial Business Combination will be successful.
−Removed: If we are unable to complete its initial business combination within 24 months from the date of the IPO, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and our board of directors, liquidate and dissolve.
+Added: If we are unable to complete our initial business combination within 24 months from the date of the IPO, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and our board of directors, liquidate and dissolve.
In the event of liquidation, the holders of the founder shares and Private Warrants will not participate in any redemption distribution with respect to their founder shares or Private Warrants, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the Trust Account).
1 unchanged sentence
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities through September 30, 2021 were organizational activities, those necessary to prepare for the Public Offering, described below, and, after our Public Offering, day-to-day operations and identifying a target company for an Initial Business Combination.
+Added: Our only activities through December 31, 2021 were organizational activities, those necessary to prepare for the Public Offering, described below, and, after our Public Offering, day-to-day operations and identifying a target company for an Initial Business Combination.
We do not expect to generate any operating revenues until after the completion of our Initial Business Combination.
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 expenses.
−Removed: For the period February 26, 2021 (inception) through September 30, 2021, we had a net loss of $157,001, consisting primarily of general and administrative expense.
−Removed: For the three months ended September 30, 2021, we had a net loss of $144,650, consisting primarily of general and administrative expense.
+Added: For the three months ended March 31, 2022, we had a net loss of $824,761, consisting primarily of general and administrative expense.
Liquidity and Capital Resources
−Removed: As of September 30, 2021, we had cash of $645,854.
−Removed: For the period from February 26, 2021 (inception) through September 30, 2021, the net change in cash was $645,854.
−Removed: For the period from February 26, 2021 (inception) through September 30, 2021, cash used in operating activities was $370,260.
−Removed: For the period from February 26, 2021 (inception) through September 30, 2021, cash used in investing activities was $146,625,000.
−Removed: For the period from February 26, 2021 (inception) through September 30, 2021, cash provided by financing activities was $147,641,114.
+Added: As of March 31, 2022, we had cash of $601,680 and a working capital deficit of $753,546.
+Added: For the three months ended March 31, 2022, the net decrease in cash was $9,246.
+Added: Cash used in operating activities was $9,246 and reflects a net loss of $733,487 substantially offset by a change in accrued expenses of $678,981.
On July 9, 2021, we consummated the Public Offering of 12,500,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $125,000,000.
4 unchanged sentences
Simultaneously with the closing of the over-allotment option, the we consummated the sale of 750,000 warrants at a price of $1.00 per Private Placement Warrant in private placements to our Sponsor.
+Added: 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.
+Added: There is no assurance that the Company’s plans to consummate a business combination will be successful within the combination period.
+Added: 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.
+Added: The condensed financial statements do not include any adjustments that might result from the outcome of the uncertainty.
Off-Balance Sheet Arrangements
−Removed: We did not have any off-balance sheet arrangements as of September 30, 2021.
+Added: We did not have any off-balance sheet arrangements as of March 31, 2022.
Contractual obligations
−Removed: As of September 30, 2021, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
+Added: As of March 31, 2022, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
The underwriters are entitled to a deferred fee of $5,031,250 in the aggregate.
4 unchanged sentences
On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses.
−Removed: We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
−Removed: values of assets and liabilities that are not readily apparent from other sources.
+Added: We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions.
3 unchanged sentences
As a result, the calculated net loss per share is the same for Class A and Class B ordinary shares.
−Removed: As of September 30, 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.
+Added: As of March 31, 2022 and December 31, 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into 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.
5 unchanged sentences
Our 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.
−Removed: 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.
+Added: 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.
Recent Accounting Pronouncements
4 unchanged sentences
ASU 2020-06 is effective for the Company on January 1, 2022.
−Removed: 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.
+Added: The Company’s adoption of ASU 2020-06 did not impact its financial position, results of operations and cash flows.
Our 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 accompanying unaudited condensed financial statements.
2 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.