19 unchanged sentences
We cannot assure you that our plans to complete an initial business combination will be successful.
+Added: Recent Developments
+Added: Pursuant to Article Sixth D of the Amended and Restated Certificate of Incorporation, the Company is entitled to an automatic six-month extension of the then-current deadline to complete a business combination after the execution of a letter of intent (“LOI”) or definitive agreement to complete a business combination.
+Added: On May 30, 2024, the Company entered into a non-binding LOI with a business combination target (the “Target”), regarding a potential business combination involving the Target and its subsidiaries (the “Proposed Transaction”).
+Added: The Target is a clinical-stage therapeutics company.
+Added: The LOI is non-binding and no agreement providing for any Proposed Transaction or any other transaction or the participation by either party therein will be deemed to exist unless and until definitive agreements have been executed.
+Added: As a result of the execution of the LOI, the deadline by which the Company must complete its initial business combination has been extended to January 11, 2025.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date.
−Removed: Our activities from May 1, 2023 (inception) through March 31, 2024 were organizational activities and those necessary to prepare for our IPO, which is described below, and subsequent to the IPO, identifying a target company for an initial business combination.
+Added: Our activities from May 1, 2023 (inception) through June 30, 2024 were organizational activities and those necessary to prepare for our IPO, which is described below, and subsequent to the IPO, 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 expect that we will 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 in connection with searching for, and completing, a Business Combination.
−Removed: For the three months ended March 31, 2024, we had net income of $611,704, which consisted of formation and operational costs of $77,029, related party administrative fees of $30,000, franchise tax expense of $16,200 and income tax expense of $191,056, offset by interest income of $925,989.
+Added: For the three months ended June 30, 2024, we had net income of $544,417, which consisted of formation and operational costs of $150,225, related party administrative fees of $30,000, franchise tax expense of $17,477 and income tax expense of $192,626, offset by interest income of $934,745.
+Added: For the six months ended June 30, 2024, we had net income of $1,156,121, which consisted of formation and operational costs of $227,254, related party administrative fees of $60,000, franchise tax expense of $33,677 and income tax expense of $383,682, offset by interest income of $1,860,734.
+Added: For the period from May 1, 2023 (inception) through June 30, 2023, we had a net income of $737, all of which consisted of interest income.
Liquidity and Capital Resources
15 unchanged sentences
Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
−Removed: As of March 31, 2024, the Company had cash of $565,813 and a working capital (current assets less current liabilities) of $178,404.
+Added: As of June 30, 2024, the Company had cash of $334,332 and a working capital deficit (current assets less current liabilities) of $207,095.
The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.
5 unchanged sentences
Off-Balance Sheet Arrangements
−Removed: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2024.
+Added: We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2024.
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.
6 unchanged sentences
Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of the initial Business Combination.
−Removed: For the three months ended March 31, 2024, the Company has incurred $30,000 in related party fees for the services provided by the Sponsor under this agreement.
+Added: For the three and six months ended June 30, 2024, the Company has incurred $30,000 and $60,000, respectively, in related party fees for the services provided by the Sponsor under this agreement.
Underwriting Agreement
3 unchanged sentences
Critical Accounting Policies and Estimates
−Removed: The preparation of unaudited financial
−Removed: statements and related disclosures in conformity with accounting principles generally accepted in the United States of America
−Removed: requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
−Removed: contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.
+Added: The preparation of unaudited financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.
Actual results could materially differ from those estimates.
1 unchanged sentence
Recent accounting pronouncements
−Removed: In December 2023, the FASB issued Accounting Standards
−Removed: Update 2023-09, “Income Taxes (Topic 740):
+Added: In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740):
Improvements to Income Tax Disclosure” (“ASU 2023-09”).
−Removed: mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income
−Removed: taxes paid disaggregated by jurisdiction.
+Added: ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.
The incremental disclosures may be presented on a prospective or retrospective basis.
−Removed: is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.
−Removed: The Company is currently assessing the
−Removed: impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.
+Added: The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.
+Added: The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s 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.