17 unchanged sentences
Results of Operations
−Removed: For the three months ended March 31, 2022, we had a loss from operations of $509,076.
+Added: For the three months ended June 30, 2022, we had a loss from operations of $1,544,496.
In addition to the loss from operations, we recognized other income of $3,423,925 consisting of an unrealized gain on our warrant liabilities of $2,970,528 and interest earned on cash held in the Trust Account of $453,397.
−Removed: For the period from January 11, 2021 (inception) through March 31, 2021, we had a loss from operations of $89,565.
+Added: For the six months ended June 30, 2022, we had a loss from operations of $2,053,572.
+Added: In addition to the loss from operations, we recognized other income of $7,304,080 consisting of an unrealized gain on our warrant liabilities of $6,824,630 and interest earned on cash held in the Trust Account of $479,450.
+Added: For the three months ended June 30, 2021, we had a loss from operations of $822,896.
+Added: In addition to the loss from operations, we recognized other income of $2,901,733 consisting of an unrealized gain on our warrant liabilities of $2,907,325, and interest earned on cash held in the Trust Account of $4,803, partially offset by transaction costs of $10,395.
+Added: For the period from January 11, 2021 (inception) through June 30, 2021, we had a loss from operations of $912,461.
In addition to the loss from operations, we recognized other income of $3,333,854 consisting of an unrealized gain on our warrant liabilities of $3,867,325, interest earned on cash held in the Trust Account of $5,304 and interest earned from operating account of $2, partially offset by transaction costs of $538,777.
−Removed: Through March 31, 2022, our efforts have been limited to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters.
+Added: Through June 30, 2022, our efforts have been limited to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters.
We have not generated any realized income, other than interest income.
The unrealized gain on the warrant liabilities resulted from the change in fair value of our warrant liabilities and had no impact on cash.
−Removed: As of March 31, 2022, $319,258,655 was held in the Trust Account.
−Removed: We had cash outside of trust of $267,718 at March 31, 2022 and $1,090,979 in offering costs and accounts payable as of March 31, 2022.
+Added: As of June 30, 2022, $319,712,052 was held in the Trust Account.
+Added: We had cash outside of trust of $73,736 at June 30, 2022 and $2,325,428 in offering costs and accounts payable as of June 30, 2022.
Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay taxes, if any, the proceeds in the Trust will not be released from the Trust Account (1) to us, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of (i) the completion of our initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of the public shares if we do not complete an initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (iii) the redemption of the public shares if we have not consummated a Business Combination within the Combination Period, subject to applicable law.
Liquidity, Capital Resources and Going Concern
−Removed: As of March 31, 2022, we had cash outside our Trust Account of $267,718, available for working capital needs.
+Added: As of June 30, 2022, we had cash outside our Trust Account of $73,736, available for working capital needs.
We intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.
3 unchanged sentences
We incurred $18,336,269 in Initial Public Offering related costs, including $6,384,327 of underwriting fees, $11,172,572 of deferred underwriting discount and $779,370 of other costs with $564,701 which was allocated to the Public Warrants and Private Warrants, included in the statements of operations and $17,771,568 included in temporary equity.
−Removed: As of March 31, 2022, we had investments held in the Trust Account of $319,258,655 (including $26,053 of income) consisting of money market funds.
+Added: As of June 30, 2022, we had investments held in the Trust Account of $319,712,052 (including $479,450 of income) consisting of money market funds.
Income on the balance in the Trust Account may be used to pay taxes.
−Removed: Through March 31, 2022, we did not withdraw any interest earned on the Trust Account to pay our taxes.
−Removed: For three months ended March 31, 2022, cash used in operating activities was $339,506.
+Added: Through June 30, 2022, we did not withdraw any interest earned on the Trust Account to pay our taxes.
+Added: For six months ended June 30, 2022, cash used in operating activities was $533,488.
Net income of $5,250,508 was primarily offset by an unrealized gain on the change in the fair value of our warrant liabilities of $6,824,630 and interest earned on investments held in Trust Account of $479,450.
Other operational activities including amounts due to related party generated $1,520,084.
−Removed: For the period from January 11, 2021 (inception) through March 31, 2021, cash provided by operating activities was $30,575.
+Added: For the period from January 11, 2021 (inception) through June 30, 2021, cash provided by operating activities was $1,541,611.
Net income of $2,421,393 was primarily offset by an unrealized gain on the change in the fair value of our warrant liabilities of $3,867,325 and interest earned on investments held in Trust Account of $5,304.
8 unchanged sentences
The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, or converted upon consummation of a business combination into additional Private Warrants at a price of $1.50 per Private Warrant.
−Removed: As of March 31, 2022, no Working Capital Loans have been issued.
+Added: As of June 30, 2022, $500,000 Working Capital Loans have been issued (Note 5).
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40,
10 unchanged sentences
We have no obligations, assets or liabilities which would be considered off-balance sheet
−Removed: arrangements as of March 31, 2022.
+Added: arrangements as of June 30, 2022.
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
28 unchanged sentences
Earnings and losses are shared pro rata between the two classes of shares.
−Removed: The potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met.
+Added: The potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2022, for the three months ended June 30, 2021 and for the period from January 11, 2021 (inception) through June 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.
As a result, diluted net income per common share is the same as basic net income per common share for the periods.
5 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.