4 unchanged sentences
Our fiscal year begins on January 1 and ends on December 31.
−Removed: We analyze the results of our operations for the last year since our formation on January 20, 2021, including the trends in the overall business followed by a discussion of our cash flows and liquidity, our credit facility, and contractual commitments.
+Added: We analyze the results of our operations for the last year, including the trends in the overall business followed by a discussion of our cash flows and liquidity, our credit facility, and contractual commitments.
We then provide a review of the critical accounting judgments and estimates that we have made that we believe are most important to an understanding of our MD&A and our consolidated financial statements.
13 unchanged sentences
Year Ended December 31, 2022.
−Removed: Revenues for the year ended December 31, 2021 were $0.
+Added: For the years ended December 31, 2022 and 2021, our activities have been target due diligence, legal and administrative costs.
+Added: We do not expect to generate any operating revenues until after the completion of our Business Combination.
+Added: We generate non-operating income in the form of interest income on marketable securities held in the trust account.
+Added: 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.
+Added: Revenues for the years ended December 31, 2022 and 2021 were $0, respectively.
Total Operating Expenses for the year ended December 31, 2022 were $1,221,649.
The main driver of operating expenses were administrative and professional fees.
−Removed: Total Other Income/(Expenses) for the period ended December 31, 2021 were 3,333,605 mostly from the fair value adjustments of warrant liabilities.
+Added: Total Other Income for the period ended December 31, 2022 were $5,110,357, mostly from the fair value adjustments of warrant liabilities.
+Added: Total Operating Expenses for the year ended December 31, 2021 were $1,016,819.
+Added: The main driver of operating expenses were administrative and professional fees.
+Added: Total Other Income for the period ended December 31, 2021 were $3,333,605 mostly from the fair value adjustments of warrant liabilities.
Financial Condition.
Total Assets as of December 31, 2022 amounted to $7,790,834.
+Added: The large decrease in assets was due to trust redemptions of $90,344,512.92 and $8,331,836.23 on March 29, 2022 and September 28, 2022, respectively.
+Added: The redemptions were returned to the shareholders as prescribed in the initial offering documents.
+Added: Total Liabilities as of December 31, 2022 amounted to $516,755.
+Added: The primary drivers for the decrease in liability balance was fair value of warrant liability.
+Added: Total Assets as of December 31, 2021 amounted to $107,186,710.
The primary driver for the higher asset balance was an increase in cash from sale of equity.
2 unchanged sentences
LIQUIDITY AND CAPITAL RESOURCES
+Added: In March 2021, the initial stockholders purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000.
+Added: On March 17, 2021, we consummated an initial public offering of 10,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $100,000,000 (the “Initial Public Offering”).
+Added: Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 3,800,000 Private Warrants to our initial stockholders generating gross proceeds of $3,800,000.
+Added: Following the Initial Public Offering and the sale of the Private Warrants, a total of $101,000,000 was placed in the trust account.
+Added: We incurred $3,910,297 in Initial Public Offering related costs, including $3,500,000 of underwriting fees and $410,297 of other costs.
+Added: For the period from its inception though June 30, 2021, cash used in operating activities was $618,833 mostly from administrative and due diligence costs.
+Added: Cash generated from financing activities were $102,414,704 related to the proceeds of our Initial Public Offering and sale of Private Warrants.
+Added: On March 29, 2022 - trust redemption of $90,334,512,92, reducing the trust account balance to $15,788,742.13.
+Added: The redemption was allowed under initial offering documents at the time of trust extension which was necessary because a business combination had not been completed.
+Added: On September 28, 2022, a second trust redemption of $8,331,836.23.
+Added: The redemption was allowed under initial offering documents at the time of trust extension.
+Added: As of December 31, 2022 the balance in the trust account was $7,613,761.76.
+Added: We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.
+Added: To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the trust account 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: As of December 31, 2022, we have unrestricted cash of $77,023.
+Added: 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 the extent necessary and practicable) 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 a Business Combination.
+Added: In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.
+Added: If we complete a Business Combination, we would repay such loaned amounts.
+Added: In the event that a Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.
+Added: Up to $800,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender.
+Added: The warrants would be identical to the Private Warrants.
+Added: We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.
+Added: However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.
+Added: Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public share of our common stock sold in the Initial Public Offering upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
+Added: Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination.
+Added: If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
+Added: In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.
22 unchanged sentences
For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
−Removed: RECENT FINANCIAL ACCOUNTING PRONOUNCEMENTS
−Removed: Note 2 to Consolidated Financial Statements discusses new accounting pronouncements adopted during 2021and the expected impact of accounting pronouncements recently issued but not yet required to be adopted.
−Removed: To the extent the adoption of new accounting standards materially affect financial condition, results of operations, or liquidity, the impacts are discussed in the applicable section of this MD&A and the Notes to Consolidated Financial Statements.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
8 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.