33 unchanged sentences
Liquidity and Capital Resources
−Removed: As of September 30, 2021, we had approximately $2.7 million in its operating bank account, and working capital deficit of approximately $858,000.
+Added: As of June 30, 2021, we had approximately $2.7 million in its operating bank account, and working capital of approximately $1.1 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 September 30, 2021, there were no amounts outstanding under any Working Capital Loans.
−Removed: On August 10, 2021 our Sponsor agreed to loan us $2.0 million as the Working Capital Loan.
−Removed: On November 9, 2021 we agreed with our Sponsor to amend this loan to increase the commitment by $1.0 million.
+Added: As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans.
+Added: On August 4, 2021, our Sponsor agreed to loan us $2.0 million as 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 September 30, 2021, we had net loss of approximately $1.9 million, which consisted of approximately $1.9 million in general and administrative expenses, including approximately $30,000 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 nine months ended September 30, 2021, we had net loss of approximately $5.0 million, which consisted of approximately $4.9 million in general and administrative expenses, including $70,000 of general and administrative expenses to related party, partly offset by approximately $11,000 in income from investments held in the Trust Account.
+Added: 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.
+Added: 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.
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 $70,000 of such expenses in the three and nine months ended September 30, 2021, respectively.
−Removed: As of September 30, 2021, $70,000 is due to the Sponsor and is included in due to related party on the accompanying condensed balance sheets.
+Added: We incurred $30,000 and $40,000 of such expenses in the three and six months ended June 30, 2021, respectively.
+Added: 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.
There was no balance due to related party at December 31, 2020.
3 unchanged sentences
Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.
−Removed: As of September 30, 2021, approximately $605,000 is due to the Sponsor’s affiliates and is included in due to related party on the accompanying condensed balance sheets.
+Added: 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.
There was no balance due to related party at December 31, 2020.
14 unchanged sentences
The Forward Purchase Agreement also provided that the Forward Purchase Investor may elect to purchase up to an additional $50 million of Forward Purchase Shares, for a purchase price of $10.00 per share.
−Removed: Any elections to purchase up to 5,000,000 additional Forward Purchase Shares will take place in one or more private placements in such amounts and at such time as the Forward Purchase Investor determines,
−Removed: but no later than simultaneously with the closing of the initial Business Combination.
+Added: Any elections to purchase up to 5,000,000 additional Forward Purchase Shares will take place in one or more private placements in such amounts and at such time as the Forward Purchase Investor determines, but no later than simultaneously with the closing of the initial Business Combination.
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 do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders.
+Added: The obligations under the Forward Purchase Agreement
+Added: 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.
18 unchanged sentences
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, 320,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section (deficit) of our condensed balance sheets.
+Added: 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.
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, we recognized the accretion from initial book value to redemption amount value.
+Added: Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.
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.
−Removed: Net Loss per Ordinary Share
−Removed: The Company complies 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.
+Added: Net Loss per 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 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.
3 unchanged sentences
In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.
−Removed: “Debt-Debt with Conversion and Other Options (Subtopic 470-20)
+Added: 2020-06, “Debt-Debt
+Added: with Conversion and Other Options (Subtopic 470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”),
−Removed: simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
+Added: which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.
4 unchanged sentences
Sheet Arrangements
−Removed: As of September 30, 2021, we did not have any off-balance
+Added: As of June 30, 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.