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and (3) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption of public shares as described in the IPO or redeem 100% of the public shares if we do not complete the initial Business Combination within the required time period or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity .
−Removed: As of March 31, 2022, we had $680,069 in our operating bank account, and working capital of $1,031,430, excluding franchise tax payable.
−Removed: Our liquidity needs through March 31, 2022 were satisfied through a payment from the Sponsor of $25,000 for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $400,000.
−Removed: outstanding balance under the promissory note of $323,190 was paid in full on October 22, 2021 and the unsecured promissory note is no longer available to the Company.
−Removed: As of March 31, 2022, no amounts were outstanding under the unsecured promissory note.
+Added: As of June 30, 2022, we had $534,389 in our operating bank account, and working capital of $864,341, excluding taxes.
+Added: Our liquidity needs through June 30, 2022 were satisfied through a payment from the Sponsor of $25,000 for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $400,000.
+Added: The outstanding balance under the promissory note of $323,190 was paid in full on October 22, 2021 and the unsecured promissory note is no longer available to the Company.
+Added: As of June 30, 2022, no amounts were outstanding under the unsecured promissory note.
After consummation of the IPO on October 21, 2021, we had $24,991 in its operating bank account, and working capital of $1,463,454, which included $2,150,000 of private placement proceeds receivable from the Sponsor which was received into our operating bank account on October 22, 2021.
In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans.
−Removed: As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans.
+Added: As of June 30, 2022, there were no amounts outstanding under any Working Capital Loans.
Going Concern
−Removed: We anticipate that the $680,069 held outside the trust account as of March 31, 2022 might not be sufficient to allow us to operate for at least 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time.
+Added: We anticipate that the $534,389 held outside the trust account as of June 30, 2022 might not be sufficient to allow us to operate for at least 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time.
Until consummation of its business combination, we will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, certain of our officers and directors (see Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.
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Results of Operations
−Removed: As of March 31, 2022, we had not commenced any operations.
−Removed: All activity for the period from May 14, 2021 (inception) through March 31, 2022 relates to our formation and the Initial Public Offering.
+Added: As of June 30, 2022, we had not commenced any operations.
+Added: All activity for the period from May 14, 2021 (inception) through June 30, 2022 relates to our formation and the Initial Public Offering.
We have neither engaged in any operations nor generated any revenues to date.
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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, 2022, we had a net loss of $186,893, which consisted of $227,175 in formation and operating costs, offset by interest earned on cash and securities held in Trust Account of $40,282.
+Added: For the three months ended June 30, 2022, we had a net loss of $130,227, which consisted of $314,387 in formation and operating costs and provision for income taxes of $12,153, offset by interest earned on cash and securities held in Trust Account of $196,313.
+Added: For the six months ended June 30, 2022, we had a net loss of $317,120, which consisted of $541,562 in formation and operating costs and provision for income taxes of $12,153, offset by interest earned on cash and securities held in Trust Account of $236,595.
+Added: For the period from May 14, 2021 (inception) through June 30, 2021, we had a net loss of $413 which consists of formation and operating costs.
Contractual Obligations
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We entered into an administrative services agreement on October 18, 2021, pursuant to which we will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and other administrative and consulting services.
−Removed: Upon completion of the initial Business Combination or its liquidation, we will cease paying these monthly fees.
−Removed: As of March 31, 2022 and December 31, 2021, we incurred $30,000 and $24,516, respectively, and have an unpaid balance of $20,063 and $24,516, respectively, of administrative expenses.
+Added: Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.
+Added: At June 30, 2022 and December 31, 2021, we had accrued $16,435 and $24,516, respectively, of administrative service fees, net of payments made.
+Added: For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000 of administrative service fees expense, respectively.
+Added: For the period from May 14, 2021 (inception) through June 30, 2021, the Company did not incur any fees for these services.
Registration Rights
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We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
−Removed: At March 31, 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in our earnings.
+Added: At June 30, 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in our earnings.
As a result, diluted loss per common stock is the same as basic loss per common stock for the period presented.
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Recent Accounting Pronouncements
−Removed: Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
+Added: In August 2020, the FASB issued ASU No.
+Added: 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments.
+Added: The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments.
+Added: ASU 2020-06 allows for a modified or full retrospective method of transition.
+Added: For smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.
+Added: Early adoption is permitted.
+Added: We are currently evaluating the impact this change will have on our financial statements.
+Added: Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Off-Balance Sheet Arrangements
−Removed: As of March 31, 2022 and December 31, 2021, we did not have any off-balance sheet arrangements.
+Added: As of June 30, 2022 and December 31, 2021, we did not have any off-balance sheet arrangements.
We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.
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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.