−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations (Restated).
References to the “Company,” “
31 unchanged sentences
Liquidity and Capital Resources
−Removed: As of June 30, 2021, we had approximately $2.7 million in its operating bank account, and working capital of approximately $1.1 million.
+Added: As of March 31, 2021, we had approximately $2.0 million in its operating cash, and working capital of approximately $3.6 million.
Prior to the completion of the Initial Public Offering, our liquidity needs were satisfied through the payment by our Sponsor of $25,000 for certain offering costs on our behalf in exchange for the issuance of the Founder Shares, and borrowings under our promissory note with our Sponsor of $300,000 as well as additional advances of approximately $114,000.
1 unchanged sentence
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans.
−Removed: As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans.
−Removed: On August 4, 2021, our Sponsor agreed to loan us $2.0 million as Working Capital Loans.
+Added: To date, there were no amounts outstanding under any Working Capital Loans.
Based on the foregoing, we believe that our Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.
9 unchanged sentences
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 June 30, 2021, we had net loss of approximately $2.5 million, which consisted of approximately $2.5 million in general and administrative expenses, including approximately $23,000 of general and administrative expenses to related party, partly offset by approximately $5,000 in income from investments held in the Trust Account.
−Removed: For the six months ended June 30, 2021, we had net loss of approximately $3.0 million, which consisted of approximately $3.0 million in general and administrative expenses, including $40,000 of general and administrative expenses to related party, partly offset by approximately $6,000 in income from investments held in the Trust Account.
+Added: For the three months ended March 31, 2021, we had net loss of approximately $524,000, which consisted of approximately $525,000 general and administrative expenses, including approximately $17,000 general and administrative expenses to related party, partly offset by approximately $1,000 in income from investments held in the Trust Account.
Contractual Obligations
1 unchanged sentence
Commencing on the date that our securities were first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, we agreed to pay our Sponsor $10,000 per month for office space, secretarial and administrative services provided to us by an affiliate of our Sponsor.
−Removed: We incurred $30,000 and $40,000 of such expenses in the three and six months ended June 30, 2021, respectively.
−Removed: As of June 30, 2021, $40,000 is due to the Sponsor and is included in due to related party on the accompanying condensed balance sheets.
−Removed: There was no balance due to related party at December 31, 2020.
+Added: We incurred $10,000 of such expenses in the three months end March 31, 2021.
In addition, our Sponsor, officers and directors, or our respective affiliates will be reimbursed for any out-of-pocket
2 unchanged sentences
Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.
−Removed: As of June 30, 2021, approximately $260,000 is due to the Sponsor’s affiliates and is included in due to related party on the accompanying condensed balance sheets.
−Removed: There was no balance due to related party at December 31, 2020.
+Added: We incurred approximately $7,000 of such expenses in the three months end March 31, 2021.
Registration and Shareholder Rights
15 unchanged sentences
The Company and the Forward Purchase Investors may determine, by mutual agreement, to increase the number of additional Forward Purchase Shares at any time prior to the initial Business Combination.
−Removed: The obligations under the Forward Purchase Agreement
−Removed: do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders.
+Added: The obligations under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders.
The forward purchase securities will be issued only in connection with the closing of the initial Business Combination.
7 unchanged sentences
government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.
−Removed: government securities and generally have a readily determinable fair value, or a combination thereof.
+Added: government securities, or a combination thereof.
Our investments held in the Trust Account are classified as trading securities.
−Removed: When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.
−Removed: Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period.
−Removed: Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations.
+Added: Trading securities are presented on the balance sheet at fair value at the end of each reporting period.
+Added: Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the unaudited condensed statement of operations.
The estimated fair values of investments held in the Trust Account are determined using available market information.
Class A ordinary shares subject to possible redemption
−Removed: We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
+Added: We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.
1 unchanged sentence
Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.
−Removed: Accordingly, at the Initial Public Offering and as of June 30, 2021, 32,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of our condensed balance sheets.
+Added: Accordingly, at the Initial Public Offering and as of March 31, 2021, 32,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity (deficit), outside of the shareholders’ equity section of our balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period.
−Removed: Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.
−Removed: The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in
−Removed: capital and accumulated deficit.
+Added: Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value.
+Added: The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.
Net Loss per Ordinary Shares
−Removed: We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares.
+Added: We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares.
Net loss per ordinary share is calculated by dividing the net loss by the weighted-average number of ordinary shares outstanding for the respective period.
2 unchanged sentences
Recent Accounting Pronouncements
−Removed: In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.
−Removed: 2020-06, “Debt-Debt
−Removed: with Conversion and Other Options (Subtopic 470-20)
+Added: In August 2020, the FASB issued ASU No.
+Added: Debt—Debt with Conversion and Other Options (Subtopic 470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):
−Removed: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”),
+Added: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
+Added: (“ASU 2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
5 unchanged sentences
Sheet Arrangements
−Removed: As of June 30, 2021, we did not have any off-balance
+Added: As of March 31, 2021, we did not have any off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
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.