15 unchanged sentences
We presently have no revenue.
−Removed: All activities for the period from February 26, 2021 (inception) through June 30, 2022, relate to the formation and the IPO.
+Added: All activities for the period from February 26, 2021 (inception) through September 30, 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.
44 unchanged sentences
We have neither engaged in any operations nor generated any revenues to date.
−Removed: 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.
+Added: Our only activities through September 30, 2022 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 three and six months ended June 30, 2022, we had a net loss of $310,524 and 1,135,286, respectively, consisting primarily of general and administrative expense of $504,880 and $1,343,486 partially offset by interest income of $194,355 and $208,201.
+Added: For the three and nine months ended September 30, 2022, we had a net loss of $630,938 and $1,766,224, respectively, consisting primarily of general and administrative expense of $1,025,127 and $2,368,614 partially offset by interest income of $394,189 and $602,390.
Liquidity and Capital Resources
−Removed: As of June 30, 2022, we had cash of $496,261 and a working capital deficit of $1,225,394.
−Removed: For the six months ended June 30, 2022, the net decrease in cash was $114,665.
+Added: As of September 30, 2022, we had cash of $310,808 and a working capital deficit of $2,246,929.
+Added: For the nine months ended September 30, 2022, the net decrease in cash was $300,118.
Cash used in operating activities was $300,118 and reflects a net loss of $1,766,224 and interest income of $602,390 offset by a change in accrued expenses of $1,956,039 and prepaid expenses and other current assets of $112,460.
10 unchanged sentences
Off-Balance Sheet Arrangements
−Removed: We did not have any off-balance sheet arrangements as of June 30, 2022.
+Added: We did not have any off-balance sheet arrangements as of September 30, 2022.
Contractual obligations
−Removed: As of June 30, 2022, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
+Added: As of September 30, 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.
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.
+Added: Registration Rights
+Added: The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares).
+Added: The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.
+Added: In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.
+Added: However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions.
+Added: The Company will bear the expenses incurred in connection with the filing of any such registration statements.
+Added: Underwriting Agreement
+Added: The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,875,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
+Added: The underwriters’ over-allotment option was exercised in full.
+Added: See Note 1 of the Notes to the Condensed Financial Statements.
+Added: In connection with the Public Offering the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,875,000 in the aggregate).
+Added: In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate).
+Added: The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
8 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 June 30, 2022 and June 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 September 30, 2022 and 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.
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 June 30, 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.
+Added: Accordingly, at September 30, 2022 and December 31, 2021, the shares of Class A ordinary shares subject to possible redemption in the amount of $144,357,177 and $143,750,000, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
Recent Accounting Pronouncements
9 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.