65 unchanged sentences
In connection with approval of the First Amendment to the Second Amended and Restated Certificate of Incorporation of the Company, the Sponsor caused $0.045 per outstanding share of Class A Common Stock, giving effect to redemptions made in connection with the special meeting, or approximately $122,920, to be deposited in the Trust Account in connection with the exercise of the first monthly extension of the Extended Date to December 11, 2022.
−Removed: The six subsequent monthly extensions have since been exercised.
+Added: Eight subsequent monthly extensions have since been exercised.
+Added: On August 11, 2023, the Company held a "Special Meeting".
+Added: At the Special Meeting, the Company stockholders entitled to vote at the Special Meeting (the "Stockholders") cast their votes and approved the proposal (the "Trust Amendment Proposal") to authorize the Company to enter into Amendment No.
+Added: 2 to the Trust Agreement (the "Trust Agreement Amendment") to amend the Trust Agreement to allow the Company to extend beyond August 11, 2023 the date by which either the Company must have completed its initial business combination or Continental must liquidate the Trust Account established in connection with the IPO (the "Trust Account").
+Added: Following approval of the Trust Amendment Proposal by the Stockholders, the Company and Continental promptly entered into the Trust Agreement Amendment.
+Added: The Company is able to extend its termination date in a series of up to nine (9) one-month extensions until May 11, 2024 in exchange for depositing into Trust Account with Continental Stock Transfer and Trust Company the lesser of $75,000 or $0.045 per share for each public share outstanding (the "Extension Amount").
+Added: In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 1,018,846 shares of Class A ordinary shares exercised the right to redeem such shares for cash.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from inception through March 31, 2023 were organizational activities, those necessary to prepare for our Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for an initial Business Combination.
+Added: Our only activities from inception through June 30, 2023 were organizational activities, those necessary to prepare for our Initial Public Offering, described below, and, after our Initial Public Offering, 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.
1 unchanged sentence
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 months ended March 31, 2023, we had a net loss of $85,983, which consists of realized and unrealized gain and dividends of $327,399, offset with operating expense of $306,303 and franchise tax expense of $47,481 and income tax provision of $59,598.
−Removed: For the three months ended March 31, 2022, we had a net income of $2,195,508 which consists of unrealized gain from marketable securities held in the Trust Account of $43,053 and change in fair value of warrant liabilities of $2,762,640 offset by operating costs of $610,185.
+Added: For the three months ended June 30, 2023, we had a net loss of $5,158, which consists of realized and unrealized gain and dividends of $343,002, offset with operating expense of $241,054 and franchise tax expense of $44,400 and income tax provision of $62,706.
+Added: For the three months ended June 30, 2022, we had a net income of $949,937, which consists of unrealized gain from marketable securities held in the Trust Account of $149,350, change in fair value of warrant liabilities of $1,595,082 and offset by operating costs of $794,495.
+Added: For the six months ended June 30, 2023, we had a net loss of $91,140, which consists of realized and unrealized gain and dividends of $670,401, offset with operating expense of $547,356 and franchise tax expense of $91,881 and income tax provision of $122,304.
+Added: For the six months ended June 30, 2022, we had a net income of $3,145,445, which consists of unrealized gain from marketable securities held in the Trust Account of $192,403, change in fair value of warrant liabilities of $4,357,722 and offset by operating costs of $1,404,680.
Going Concern, Liquidity and Capital Resources
−Removed: As of March 31, 2023 and December 31, 2022, we had cash of $10,108 and $30,870 outside of the Trust Account, respectively.
+Added: As of June 30, 2023 and December 31, 2022, we had cash of $3,438 and $30,870 outside of the Trust Account, respectively.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.
−Removed: For the three months ended March 31, 2023, cash used in operating activities was $52,462.
−Removed: For the three months ended March 31, 2022, cash used in operating activities was $294,018.
−Removed: As of March 31, 2023 and December 31, 2022, we had investments of $29,725,574 and $29,029,416 held in the Trust Accounts, respectively.
+Added: For the six months ended June 30, 2023, cash used in operating activities was $646,580.
+Added: For the six months ended June 30, 2022, cash used in operating activities was $445,671.
+Added: As of June 30, 2023 and December 31, 2022, we had investments of $29,978,639 and $29,029,416 held in the Trust Accounts, respectively.
We intend to use substantially all of the funds held in the Trust Accounts, including any amounts representing interest earned on the Trust Accounts (less taxes paid and deferred underwriting commissions) to complete our initial business combination.
We may withdraw interest to pay taxes.
−Removed: During the three months ended March 31, 2023 and 2022, we did not withdraw any of interest earned on the Trust Account.
−Removed: To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Accounts will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
+Added: During the six months ended June 30, 2023 and 2022, For the six months ended June 30, 2023, we withdraw $458,697 and nil of interest earned on the Trust Account pay Delaware Franchise Tax and Income Tax, respectively.
+Added: To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the
+Added: remaining proceeds held in the Trust Accounts will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
The accompanying consolidated financial statements have been prepared in conformity with U.S.
10 unchanged sentences
Off-Balance Sheet Financing Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2023 and December 31, 2022.
−Removed: We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships,
−Removed: often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023 and December 31, 2022.
+Added: We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
2 unchanged sentences
We began incurring these fees on May 7, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.
−Removed: For the three months ended March 31, 2023 and 2022, we have incurred $30,000 in fees under this agreement, respectively.
+Added: For the six months ended June 30, 2023 and 2022, we have incurred $60,000 in fees under this agreement, respectively.
The underwriters are entitled to a deferred fee of $4,025,000 in the aggregate.
6 unchanged sentences
Up to $1,500,000 of such loans may be convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender.
−Removed: As of March 31, 2023 and December 31, 2022, we had $239,081 and $207,081 in Working Capital Loans outstanding, respectively.
+Added: As of June 30, 2023 and December 31, 2022, we had $367,832 and $207,081 in Working Capital Loans outstanding, respectively.
Extension Loan
1 unchanged sentence
In connection with the Extensions, the Sponsor agreed to loan us of the funds to make the associated Extension Payments (the “Extension Loans”).
−Removed: As of March 31, 2023 and December 31, 2022, we had $2,914,598 and $2,545,838 in Extension Loans outstanding, respectively.
+Added: As of June 30, 2023 and December 31, 2022, we had $3,283,358 and $2,545,838 in Extension Loans outstanding, respectively.
Introducing Advisor Agreement
31 unchanged sentences
Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation.
−Removed: Net income per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares
−Removed: by the weighted average number of common shares outstanding for each of the periods.
+Added: Net income per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods.
The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
16 unchanged sentences
The Company’s common stock features certain redemption rights that are outside of the Company’s control and subject to occurrence of uncertain future events.
−Removed: Accordingly, as of March 31, 2023, there were 4,838,792 shares of Class A Common Stock outstanding, excluding 4,838,792 shares of Class A Common Stock are subject to possible redemption.
+Added: Accordingly, as of June 30, 2023, there were 3,316,819 shares of Class A Common Stock outstanding, excluding 2,731,544 shares of Class A Common Stock are subject to possible redemption.
Recent Accounting Pronouncements
7 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.