Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Malacca Straits Acquisition Co Ltd |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001807594 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash | $ 202,577 | $ 112,687 | $ 730,837 |
Prepaid expenses and other current assets | 54,875 | 75,844 | |
Total Current Assets | 257,452 | 112,687 | 806,681 |
Cash and marketable securities held in Trust Account | 48,629,274 | 143,849,320 | 143,815,744 |
TOTAL ASSETS | 48,886,726 | 143,962,007 | 144,622,425 |
Current Liabilities | |||
Promissory note – working capital | 519,167 | ||
Current liabilities: | |||
Accounts payable and accrued expenses | 513,371 | 228,477 | 81,485 |
Promissory notes – related party | 2,161,667 | 600,000 | |
Class A ordinary shares tendered for redemption (Note 6) | 96,694,490 | ||
Total Current Liabilities | 3,194,205 | 97,522,967 | 81,485 |
Derivative warrant liabilities | 497,291 | 4,728,384 | 12,186,260 |
Deferred underwriting fee payable | 5,031,250 | 5,031,250 | 5,031,250 |
Total Liabilities | 8,722,746 | 107,282,601 | 17,298,995 |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption | 48,529,274 | 47,055,510 | 143,750,000 |
Shareholders’ Deficit | |||
Preference shares | |||
Class A ordinary shares | |||
Class B ordinary shares | 359 | 359 | 359 |
Additional paid-in capital | |||
Accumulated deficit | (8,365,653) | (10,376,463) | (16,426,929) |
Total Shareholders’ Deficit | (8,365,294) | (10,376,104) | (16,426,570) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 48,886,726 | $ 143,962,007 | $ 144,622,425 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preference shares, shares issued | |||
Preference shares, shares outstanding | |||
Class A Ordinary Shares | |||
Ordinary shares tendered for redemption | 9,669,449 | 9,669,449 | |
Ordinary shares tendered for redemption (in Dollars per share) | $ 10 | $ 10 | |
Ordinary shares subject to possible redemption | 4,705,551 | 4,705,551 | 4,705,551 |
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 10.31 | $ 10 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 4,705,551 | ||
Ordinary shares, shares outstanding | 4,705,551 | ||
Class B Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 3,593,750 | 3,593,750 | 3,593,750 |
Ordinary shares, shares outstanding | 3,593,750 | 3,593,750 | 3,593,750 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating costs | $ 528,119 | $ 491,275 | $ 950,464 | $ 1,112,249 | $ 1,440,989 | $ 311,104 |
Loss from operations | (528,119) | (491,275) | (950,464) | (1,112,249) | (1,440,989) | (311,104) |
Other income (expense): | ||||||
Interest income – bank | 2 | 3 | 4 | |||
Interest and dividends earned on investments held in Trust Account | 194,055 | 6,317 | 270,515 | 27,997 | ||
Interest earned on marketable securities held in Trust Account | 33,576 | 65,744 | ||||
Issuance costs related to warrant liability | (186,456) | |||||
Change in fair value of derivative warrant liabilities | (18,750) | 6,646,688 | 4,231,093 | 7,533,260 | 7,457,876 | (7,193,729) |
Net income (loss) | $ (352,814) | $ 6,161,730 | $ 3,551,144 | $ 6,449,010 | $ 6,050,466 | $ (7,625,541) |
Class A Ordinary Shares | ||||||
Other income (expense): | ||||||
Weighted average shares outstanding (in Shares) | 4,705,551 | 14,375,000 | 4,953,486 | 14,375,000 | 14,375,000 | 6,577,869 |
Basic net income (loss) per ordinary share (in Dollars per share) | $ (0.04) | $ 0.34 | $ 0.42 | $ 0.36 | $ 0.34 | $ (0.75) |
Class B Ordinary Shares | ||||||
Other income (expense): | ||||||
Weighted average shares outstanding (in Shares) | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 |
Basic net income (loss) per ordinary share (in Dollars per share) | $ (0.04) | $ 0.34 | $ 0.42 | $ 0.36 | $ 0.34 | $ (0.75) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class A Ordinary Shares | ||||||
Weighted average shares outstanding | 4,705,551 | 14,375,000 | 4,953,486 | 14,375,000 | 14,375,000 | 6,577,869 |
Diluted net income (loss) per ordinary share | $ (0.04) | $ 0.34 | $ 0.42 | $ 0.36 | $ 0.34 | $ (0.75) |
Class B Ordinary Shares | ||||||
Weighted average shares outstanding | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 |
Diluted net income (loss) per ordinary share | $ (0.04) | $ 0.34 | $ 0.42 | $ 0.36 | $ 0.34 | $ (0.75) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid in Capital | Accumulated Deficit Previously Reported | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | ||||||
Balance (in Shares) at Dec. 31, 2019 | ||||||
Issuance of Class B ordinary shares to Sponsor | $ 359 | 24,641 | 25,000 | |||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 3,593,750 | |||||
Excess of cash received over fair value of private placement warrants | 2,473,094 | 2,473,094 | ||||
Accretion for Class A ordinary shares subject to redemption amount | (2,497,735) | (8,801,388) | (11,299,123) | |||
Net income (loss) | (7,625,541) | (7,625,541) | ||||
Balance at Dec. 31, 2020 | $ 359 | (16,426,929) | (16,426,570) | |||
Balance (in Shares) at Dec. 31, 2020 | 3,593,750 | |||||
Net income (loss) | 3,433,863 | 3,433,863 | ||||
Balance at Mar. 31, 2021 | $ 359 | (12,993,066) | (12,992,707) | |||
Balance (in Shares) at Mar. 31, 2021 | 3,593,750 | |||||
Balance at Dec. 31, 2020 | $ 359 | (16,426,929) | (16,426,570) | |||
Balance (in Shares) at Dec. 31, 2020 | 3,593,750 | |||||
Net income (loss) | 6,449,010 | |||||
Balance at Sep. 30, 2021 | $ 359 | (9,977,919) | (9,977,560) | |||
Balance (in Shares) at Sep. 30, 2021 | 3,593,750 | |||||
Balance at Dec. 31, 2020 | $ 359 | (16,426,929) | (16,426,570) | |||
Balance (in Shares) at Dec. 31, 2020 | 3,593,750 | |||||
Net income (loss) | $ 6,050,466 | 6,050,466 | ||||
Balance at Dec. 31, 2021 | $ 359 | (10,376,463) | (10,376,104) | |||
Balance (in Shares) at Dec. 31, 2021 | 3,593,750 | |||||
Balance at Mar. 31, 2021 | $ 359 | (12,993,066) | (12,992,707) | |||
Balance (in Shares) at Mar. 31, 2021 | 3,593,750 | |||||
Net income (loss) | (3,146,583) | (3,146,583) | ||||
Balance at Jun. 30, 2021 | $ 359 | (16,139,649) | (16,139,290) | |||
Balance (in Shares) at Jun. 30, 2021 | 3,593,750 | |||||
Net income (loss) | 6,161,730 | 6,161,730 | ||||
Balance at Sep. 30, 2021 | $ 359 | (9,977,919) | (9,977,560) | |||
Balance (in Shares) at Sep. 30, 2021 | 3,593,750 | |||||
Balance at Dec. 31, 2021 | $ 359 | (10,376,463) | (10,376,104) | |||
Balance (in Shares) at Dec. 31, 2021 | 3,593,750 | |||||
Net income (loss) | 2,910,474 | 2,910,474 | ||||
Accretion of shares subject to redemption | (423,500) | (423,500) | ||||
Accretion of shares tendered for redemption | (66,570) | (66,570) | ||||
Balance at Mar. 31, 2022 | $ 359 | (7,956,059) | (7,955,700) | |||
Balance (in Shares) at Mar. 31, 2022 | 3,593,750 | |||||
Balance at Dec. 31, 2021 | $ 359 | (10,376,463) | (10,376,104) | |||
Balance (in Shares) at Dec. 31, 2021 | 3,593,750 | |||||
Net income (loss) | 3,551,144 | |||||
Balance at Sep. 30, 2022 | $ 359 | (8,365,653) | (8,365,294) | |||
Balance (in Shares) at Sep. 30, 2022 | 3,593,750 | |||||
Balance at Mar. 31, 2022 | $ 359 | (7,956,059) | (7,955,700) | |||
Balance (in Shares) at Mar. 31, 2022 | 3,593,750 | |||||
Net income (loss) | 993,484 | 993,484 | ||||
Accretion of shares subject to redemption | (423,500) | (423,500) | ||||
Balance at Jun. 30, 2022 | $ 359 | (7,386,075) | (7,385,716) | |||
Balance (in Shares) at Jun. 30, 2022 | 3,593,750 | |||||
Net income (loss) | (352,814) | (352,814) | ||||
Accretion of shares subject to redemption | (626,764) | (626,764) | ||||
Balance at Sep. 30, 2022 | $ 359 | $ (8,365,653) | $ (8,365,294) | |||
Balance (in Shares) at Sep. 30, 2022 | 3,593,750 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||||
Net income | $ 3,551,144 | $ 6,449,010 | $ 6,050,466 | $ (7,625,541) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Formation cost paid by Sponsor in exchange for issuance of founder shares | 1,707 | |||
Interest and dividends earned on marketable securities held in Trust Account | (270,515) | (27,997) | (33,576) | (65,744) |
Change in fair value of derivative warrant liabilities | (4,231,093) | (7,533,260) | (7,457,876) | 7,193,729 |
Warrant issuance transaction costs | 186,456 | |||
Cash Flows from Investing Activities: | ||||
Extension payments made into Trust Account | (1,270,500) | |||
Withdrawal from Trust Account upon redemption of 9,669,449 Class A ordinary shares | 96,761,060 | |||
Prepaid expenses and other current assets | (54,874) | 61,344 | 75,844 | (75,844) |
Accounts payable and accrued expenses | 284,894 | 56,481 | 146,992 | 81,485 |
Net cash used in operating activities | (720,444) | (994,422) | (1,218,150) | (303,752) |
Investment of cash in Trust Account | (143,750,000) | |||
Net cash provided by investing activities | 95,490,560 | (143,750,000) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 140,875,000 | |||
Proceeds from sale of Private Placement Warrants | 4,375,000 | |||
Proceeds from promissory notes – related party | 2,080,834 | 300,000 | 600,000 | 10,000 |
Redemption of 9,669,449 Class A ordinary shares | (96,761,060) | |||
Repayment of promissory note – related party | (246,330) | |||
Payments of offering costs | (229,081) | |||
Net cash used in financing activities | (94,680,226) | 300,000 | 600,000 | 144,784,589 |
Net Change in Cash | 89,890 | (694,422) | (618,150) | 730,837 |
Cash – Beginning of period | 112,687 | 730,837 | 730,837 | |
Cash – Ending of period | $ 202,577 | $ 36,415 | 112,687 | 730,837 |
Non-Cash Investing and Financing Activities: | ||||
Offering costs paid directly by Sponsor from proceeds of issuance of Class B ordinary shares | 25,000 | |||
Deferred underwriting fee payable | 5,031,250 | |||
Payment of offering costs through promissory note | $ 234,623 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Trust account upon redemption of ordinary shares | $ 9,669,449 | $ 9,669,449 |
Redemption of ordinary shares | 9,669,449 | 9,669,449 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations [Abstract] | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Malacca Straits Acquisition Company Limited (formerly known as “Bilbao Street Limited,” the “Company”) was incorporated in the Cayman Islands on July 17, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company changed its name to “Malacca Straits Acquisition Company Limited” on February 26, 2020. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity through September 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on July 14, 2020. On July 17, 2020, the Company consummated the Initial Public Offering of 12,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $125,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement (the “Private Placement”) to Malacca Straits Management Company Limited (the “Sponsor”), generating gross proceeds of $4,000,000, which is described in Note 4. Following the closing of the Initial Public Offering on July 17, 2020, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States, which had been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds selected by the Company meeting certain conditions of Rule 2a -7 -Business On July 21, 2020, the underwriters exercised their over -allotment -allotment Transaction costs amounted to $8,394,954, consisting of $2,875,000 of underwriting fees, $5,031,250 of deferred underwriting fees and $488,704 of other offering costs. Transaction costs of $186,456 attributable to the warrants were expensed during the year ended December 31, 2020. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the Nasdaq Stock Market LLC, the stock exchange on which the Company lists its securities, require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company will provide the holders of its issued and outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding Public Shares. The per -share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and after payment of underwriters’ fees and commissions or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 4) and Public Shares held by it in favor of approving a Business Combination. Additionally, Public Shareholders may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed to waive (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period). On December 27, 2021, the Company held its 2021 annual general meeting of shareholders and approved, among other things, an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination (the “First Extension Amendment”). The First Extension Amendment extended the date by which the Company must consummate a Business Combination from January 17, 2022 (which was 18 months from the closing of the Initial Public Offering) to October 17, 2022 (or such earlier date as determined by the board of directors of the Company (the “Board”)). In connection with the First Extension Amendment, shareholders holding 9,669,449 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account (the “First Extension Redemption”). On January 7, 2022, the Company paid from the Trust Account an aggregate amount of $96,761,060, or approximately $10.00 per share to redeeming shareholders in the First Extension Redemption. For each one -month On October 12, 2022, the Company held its 2022 annual general meeting of shareholders and approved, among other things, an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination (the “Second Extension Amendment”). The Second Extension Amendment extended the date by which the Company must consummate a Business Combination from October 17, 2022 to July 17, 2023 (or such earlier date as determined by the Board). In connection with the Second Extension Amendment, shareholders holding 4,188,197 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account (the “Second Extension Redemption”). In October 2022, the Company paid from the Trust Account an aggregate amount of $43,282,728, or approximately $10.33 per share, to redeeming shareholders in the Second Extension Redemption. For each one -month The Company must consummate a Business Combination by July 17, 2023 (if the Sponsor fully extends the term the Company has to complete an initial Business Combination) (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per -share interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per -share On September 26, 2022, the Company entered into an Agreement and Plan of Merger with Indiev, Inc, a California corporation (“Indiev”), MLAC Merger Sub, Inc., a Delaware corporation and a wholly -owned -domicile -owned In connection with the Transactions, Indiev stockholders will receive a number of shares of New INDI common stock having an aggregate value of $600,000,000, subject to the following adjustments: the aggregate value will be decreased by the amount of Indiev’s indebtedness, net of cash and cash equivalents, unpaid transaction expenses and transaction bonuses, in each case, as of the Closing, and the aggregate value will be increased by the amount by which the Company’s transaction expenses exceed $5 million, unless the Sponsor elects to instead pay such excess to the Company in cash to cancel a number of Class B ordinary shares of the Company held by the Sponsor equal to the amount of such excess (with each Class B ordinary share valued at $10). In addition, the Indiev stockholders immediately prior to the Transactions (the “Earnout Participants”) will, as a group, have the contingent right to receive up to an additional 20,000,000 shares of New INDI common stock (the “Earnout Shares”) as follows: (i) the Earnout Participants will receive 5,000,000 of the Earnout Shares if the Company’s consolidated net sales of electric automobile vehicles for the 12 -month -tax -month -tax another 5,000,000 of the Earnout Shares if the volume weighted average stock price of New INDI common stock is at least $12.50 per share for any 20 trading day period within any 30 trading day period beginning 150 days after the Closing until December 31, 2024. For more information about the Transactions and the PIPE, see the Company’s Current Report on Form 8 -K In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the assets in the Trust Account, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Liquidity and Going Concern As of September 30, 2022, the Company had approximately $202,000 in its operating bank accounts available to fund a Business Combination. As of September 30, 2022, the Company’s working capital deficit was approximately $2,937,000. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”) (see Note 4). As discussed in Note 4, the Sponsor has advanced the Company $2,680,834 through September 30, 2022 and an additional $141,167 subsequent to September 30, 2022 under the agreements for the Promissory Notes (as defined in Note 4). In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014 -15 -15 | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Malacca Straits Acquisition Company Limited (formerly known as Bilbao Street Limited; the “Company”) was incorporated in the Cayman Islands on July 17, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company changed its name to Malacca Straits Acquisition Company Limited on February 26, 2020. While the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company is focusing its search on businesses which are currently part of Southeast Asian business conglomerates in the media, food processing, renewable energy and healthcare industries. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity through December 31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on July 14, 2020. On July 17, 2020, the Company consummated the Initial Public Offering of 12,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $125,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to Malacca Straits Management Company Limited (the “Sponsor”), generating gross proceeds of $4,000,000, which is described in Note 4. Following the closing of the Initial Public Offering on July 17, 2020, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States, which has been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds selected by the Company meeting certain conditions of Rule 2a -7 -Business On July 21, 2020, the underwriters exercised their over -allotment -allotment Transaction costs amounted to $8,394,954, consisting of $2,875,000 of underwriting fees, $5,031,250 of deferred underwriting fees and $488,704 of other offering costs. Transaction costs of $186,456 attributable to the warrants were expensed during the year ended December 31, 2020. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the Nasdaq Stock Market LLC, the stock exchange that the Company list its securities on, require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding Public Shares. The per -share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and after payment of underwriters’ fees and commissions or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 4) and Public Shares held by it in favor of approving a Business Combination. Additionally, public shareholders may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period). The Company has until October 17, 2022 (if we fully extend the term we have to complete our initial business combination) to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per -share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per -share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party On December 27, 2021, we held our 2021 annual general meeting of shareholders and approved, among other things, the Extension Amendment, which extended the date by which we must consummate a business combination from January 17, 2022 (which was 18 months from the closing of the initial public offering) to October 17, 2022 (or such earlier date as determined by the board) by amending the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”). In connection with the Extension Amendment, shareholders holding 9,669,449 public shares exercised their right to redeem such public shares for a pro rata portion of the trust account. We paid cash in the aggregate amount of $96,761,060, or approximately $10.00 per share to redeeming shareholders in the Extension Redemption. Our Sponsor agreed to contribute to us $0.03 for each public share that was not redeemed in connection with the Extension Amendment, for each calendar month (commencing on January 17, 2022 and on the 17 th Liquidity and Going Concern As of December 31, 2021, the Company had approximately $113,000 in its operating bank accounts available to fund a Business Combination. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”) (see Note 4). In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) Topic 2014 -15 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10 -K The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in the accompanying unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the accompanying unaudited condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, and redemption of a portion of Class A ordinary shares in January 2022, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid -in At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the accompanying unaudited condensed consolidated balance sheets are reconciled in the following table: September 30, December 31, Gross proceeds $ 143,750,000 $ 143,750,000 Less: Proceeds allocated to Public Warrants (3,090,625 ) (3,090,625 ) Class A ordinary shares issuance costs (8,208,498 ) (8,208,498 ) Plus: Accretion of carrying value to redemption value 11,299,123 11,299,123 Class A ordinary shares subject to possible redemption 143,750,000 143,750,000 Class A ordinary shares tendered for redemption — (96,694,490 ) Accretion of shares tendered for redemption 66,570 — Class A ordinary shares redeemed from the Trust Account (96,761,060 ) — Accretion of shares subject to redemption 1,473,764 — Class A ordinary shares subject to possible redemption $ 48,529,274 $ 47,055,510 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $8,394,984, of which $8,208,498 was charged to shareholders’ deficit upon the completion of the Initial Public Offering and $186,486 of costs allocated to the warrants was charged to operations. Warrant Liability The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -Scholes Income Taxes FASB ASC Topic 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Income or loss is allocated on a pro rata basis to each of the two classes of ordinary shares. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,562,500 Class A ordinary shares in the aggregate. As of September 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the three months ended For the three months ended For the nine months ended For the nine months ended Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income (loss), as adjusted $ (200,039 ) $ (152,775 ) $ 4,929,384 $ 1,232,346 $ 2,058,039 $ 1,493,105 $ 5,159,208 $ 1,289,802 Denominator: Basic and diluted weighted average shares outstanding 4,705,551 3,593,750 14,375,000 3,593,750 4,953,486 3,593,750 14,375,000 3,593,750 Basic and diluted net income (loss) per ordinary share $ (0.04 ) $ (0.04 ) $ 0.34 $ 0.34 $ 0.42 $ 0.42 $ 0.36 $ 0.36 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the Company’s accompanying unaudited condensed consolidated balance sheets, primarily due to their short -term The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its shares of Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB’s Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Accordingly, at December 31, 2021 and 2020, there were 4,705,551 and 14,375,000, respectively Class A ordinary shares subject to possible redemption, all of which are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of December 31, 2021, 9,669,449 Class A ordinary shares have tendered shares for redemption. These shares were deemed to be mandatorily redeemable as of December 31, 2021 and were classified as liabilities at $10.00 per share. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against retained earnings and absent retained earnings, charges against additional paid -in At December 31, 2021 and 2020, the ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 143,750,000 Less: Proceeds allocated to Public Warrants (3,090,625 ) Class A ordinary shares issuance costs (8,208,498 ) Plus: Accretion of carrying value to redemption value 11,299,123 Class A ordinary shares subject to possible redemption, December 31, 2020 $ 143,750,000 Class A ordinary shares tendered for redemption (96,694,490 ) Class A ordinary shares subject to possible redemption, December 31, 2021 $ 47,055,510 Offering Costs Offering costs consist of underwriting, legal, accounting, and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $8,394,954 of which $8,208,498 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $186,486 of costs allocated to the warrants were charged to operations during 2020. Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two -class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,562,500 Class A ordinary shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,840,373 $ 1,210,093 $ (4,931,350 ) $ (2,694,191 ) Denominator: Basic and diluted weighted average shares outstanding 14,375,000 3,593,750 6,577,869 3,593,750 Basic and diluted net income (loss) per ordinary share $ 0.34 $ 0.34 $ (0.75 ) $ (0.75 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short -term Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 12,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one -half -allotment | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 12,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one -half -allotment |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares In March 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”). In June 2020, the Company declared a share dividend of 0.25 of a share for each Class B ordinary share in issue, resulting in the Sponsor holding an aggregate of 3,593,750 Founder Shares. All shares have been retroactively stated to reflect the share dividend. The Founder Shares included an aggregate of up to 468,750 shares that were subject to forfeiture to the extent that the underwriters’ over -allotment -allotment The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,000,000. On July 21, 2020, in connection with the underwriters’ exercise of the over -allotment Promissory Notes — Related Party On March 31, 2020, the Company issued an unsecured promissory note (the “IPO Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The IPO Promissory Note was non -interest The Company has issued four unsecured promissory notes in the amount of up to $300,000, $300,000, $1,297,500 and $153,655, which were issued on August 2, 2021, October 20, 2021, March 29, 2022 and October 17, 2022, respectively (the “Promissory Notes”). The Promissory Notes are non -interest The Company issued an unsecured promissory note, dated March 29, 2022, in the amount of up to $1,000,000, to the Sponsor (the “Working Capital Note”). The proceeds of the Working Capital Note will be used for costs in connection with the Company’s initial Business Combination or as general working capital. The Working Capital Note is non -interest On October 17, 2022, the Company issued a promissory note in the aggregate principal amount of up to $153,655 to the Sponsor of the Company in connection with Second Extension Amendment. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required as Working Capital Loans. If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business | NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares In March 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”). In June 2020, the Company declared a share dividend of 0.25 of a share for each Class B ordinary share in issue, resulting in the Sponsor holding an aggregate of 3,593,750 Founder Shares. All shares have been retroactively stated to reflect the share dividend. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,000,000. On July 21, 2020, in connection with the underwriters’ exercise of the over -allotment Notes — Related Party On March 31, 2020, the Company issued an unsecured promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Note was non -interest The Company has issued two unsecured promissory notes in the amount of up to $300,000, each, which were issued on August 2, 2021 and October 20, 2021, respectively (the “Promissory Notes”). The Promissory Notes are non -interest nil Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business Related Party Website Services During the year ended December 31, 2020, the Company engaged a firm to provide website services. The Company’s Chief Financial Officer and Director, Stanley Wang, is a minority shareholder of the company providing such services. For the year ended December 31, 2021 and 2020, the Company incurred $13,900 and $2,995, respectively, for such services. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 5 — Commitments and Contingencies Risks and Uncertainties Management is continuing to evaluate the impact of the COVID -19 Management is continuing to evaluate the impact of the ongoing military conflict between Russia and Ukraine and has concluded that while it is reasonably possible that the conflict could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on July 14, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,500,000 in the aggregate. As a result of the underwriters’ election to exercise their over -allotment In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. A portion of such amount, not to exceed 25% of the total amount of the deferred fee held in the Trust Account, may be re -allocated -allocate On September 26, 2022, simultaneously with the execution of the Merger Agreement, the Company and BTIG, LLC, as representative for the underwriters thereunder (“BTIG”) entered into an amendment (the “Amendment to Underwriting Agreement”) to the underwriting agreement, dated as of July 14, 2020, between the Company and BTIG (the “Underwriting Agreement”), pursuant to which amendment, the Company decreased the deferred underwriting fee payable to the underwriters of the Initial Public Offering with respect to the Closing from $5,031,250 in cash to a total of $1,500,000 in cash and 200,000 shares of the Company common stock (the “Representative Shares”), both deliverable at the Closing, and in exchange therefore, the Company agreed to (i) eliminate its right to pay a portion of deferred underwriting fee to third parties that did not participate in the Initial Public Offering that assist the Company with its initial Business Combination, (ii) add BTIG and the other Initial Public Offering underwriters as a “Holder” party to the Registration Rights Agreement, dated as of July 14, 2020, by and among the Company and the Sponsor, with respect to the Representative Shares, which will become “Registrable Securities” thereunder, and (iii) in connection with the Transactions, provide access to, and cooperate with, BTIG and its Representatives for its diligence review, use efforts to provide the Initial Public Offering underwriters with comfort letters, negative assurance letters and other documents from auditors and lawyers, and provide certain customary representations and warranties, covenants and indemnification to the Initial Public Offering underwriters. | NOTE 5 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is continuing to evaluate the impact of the COVID -19 Registration Rights Pursuant to a registration rights agreement entered into on July 14, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,500,000 in the aggregate. As a result of the underwriters’ election to exercise their over -allotment In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. A portion of such amount, not to exceed 25% of the total amount of the deferred fee held in the Trust Account, may be re -allocated -allocate |
Shareholders_ Deficit
Shareholders’ Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
SHAREHOLDERS’ EQUITY (DEFICIT) | Note 6 — Shareholders’ Deficit Preference Shares The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2022 and December 31, 2021, there were no Class A Ordinary Shares The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 4,705,551 Class A ordinary shares issued and outstanding, which are presented as temporary equity. In December 2021 and in connection with the First Extension Amendment, shareholders holding 9,669,449 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account and tendered the shares for redemption. Such Public Shares were redeemed in January 2022. In October 2022 and in connection with the Second Extension Amendment, shareholders holding 4,188,197 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account and tendered the shares for redemption. Class B Ordinary Shares The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 3,593,750 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one -for-one -linked -dilution -linked -linked | NOTE 6 — SHAREHOLDERS’ EQUITY (DEFICIT) Preference Shares The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 4,705,551 and 14,375,000 Class A ordinary shares issued and outstanding, respectively, which are presented as temporary equity. In December 2021 and in connection with the Extension Amendment, shareholders holding 9,669,449 public shares exercised their right to redeem such public shares for a pro rata portion of the Trust Account and tendered the shares for redemption. The shares were redeemed in January 2022 Class B Ordinary Shares The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 3,593,750 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one -for-one -linked -dilution -linked -linked -equivalent |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Warrants | Note 7 — Warrants At September 30, 2022 and December 31, 2021, the Company had 7,187,500 Public Warrants and 4,375,000 Private Placement Warrants outstanding. At September 30, 2022 and December 31, 2021, the fair value of the Public Warrants was $309,063 and $2,923,156, respectively, and the fair value of the Private Placement Warrants was $188,228, and $1,805,228, respectively. Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) July 17, 2021 or (b) 30 days after the completion of a Business Combination. The Public Warrants will expire five The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Company’s Business Combination, the Company will use its best efforts to file, and within 60 business days following the Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: • • • • -trading If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked -trading The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable | NOTE 7 — WARRANTS At December 31, 2021 and 2020, the Company had 7,187,500 Public Warrants and 4,375,000 Private Placement Warrants outstanding. At December 31, 2021 and 2020, the fair value of the Public Warrants was $2,923,156 and $7,546,875, respectively and the fair value of the Private Placement Warrants was $1,805,125 and $4,639,385, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Company’s Business Combination, the Company will use its best efforts to file, and within 60 business days following the Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: • • • • -trading If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity At September 30, 2022, assets held in the Trust Account were comprised of $48,629,274 in cash. During the three and nine months ended September 30, 2022, the Company did not withdraw any interest income from the Trust Account. At December 31, 2021, assets held in the Trust Account were comprised of $178 in cash and $143,849,142 in U.S. Treasury securities. In January 2022, $96,761,060 was withdrawn from the account to redeem Class A ordinary shares tendered for redemption. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level Fair Value Money Market Funds 1 $ 143,849,142 The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The fair value of the derivative warrant liabilities at September 30, 2022 is as follows: Description Level Fair Value Derivative Warrant Liabilities – Public Warrants 1 $ 309,063 Derivative Warrant Liabilities – Private Placement Warrants 2 188,228 $ 497,291 The fair value of the derivative warrant liabilities at December 31, 2021 is as follows: Description Level Fair Value Derivative Warrant Liabilities – Public Warrants 2 $ 2,923,156 Derivative Warrant Liabilities – Private Placement Warrants 3 1,805,228 $ 4,728,384 The Public Warrants were valued using quoted prices in an active market. Private Placement Warrants The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes Model uses a Black Scholes Option Pricing Model that is modified to reduce the value of the Private Placement Warrants for a discount on the lack of marketability of the instrument as well as for the probability of consummation of the Business Combination. The primary unobservable inputs utilized in determining the fair value of the Private Placement Warrants is the discount for lack of marketability and the probability of consummation of the Business Combination. The key inputs into the Modified Black Scholes Model for the Private Placement Warrants were as follows at December 31, 2021: Input December 31, Expected time until initial business combination 0.40 Expected volatility 6.6 % Risk-free interest rate 1.30 % Exercise price $ 11.50 Fair value of the ordinary share price $ 10.21 The following table presents the changes in the fair value of the Private Placement Warrant liabilities: Private Fair value as of January 1, 2021 $ 4,639,385 Change in fair value of derivative warrant liabilities (1,407,161 ) Fair value as of March 31, 2021 3,232,224 Change in fair value of derivative warrant liabilities 1,059,651 Fair value as of June 30, 2021 $ 4,291,875 Change in fair value of derivative warrant liabilities (2,513,875 ) Fair value as of September 30, 2021 $ 1,778,000 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. There were no transfers of Level 3 assets or liabilities for the nine months ended September 30, 2022. Private Fair value as of January 1, 2022 $ 1,805,228 Change in fair value of derivative warrant liabilities (1,179,500 ) Fair value as of March 31, 2022 625,728 Change in fair value of derivative warrant liabilities (441,875 ) Fair value as of June 30, 2022 $ 183,853 Transfer to level 2 (183,853 ) Fair value as of September 30, 2022 $ — Transfer from Levels | NOTE 8 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity At December 31, 2021 and 2020, assets held in the Trust Account were comprised of approximately $178 and $273, respectively, in cash and $143,849,142 and $143,815,471, respectively, in U.S. Treasury securities. During the years ended December 31, 2021 and 2020, the Company did not withdraw any interest income from the Trust Account. In January 2022, $96,761,060 was withdrawn from the account to redeem Class A ordinary shares tendered for redemption. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Money Market Funds 1 $ 143,849,142 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held -to-maturity Held-To-Maturity Level Amortized Gross Fair December 31, 2020 U.S. Treasury Securities 1 $ 143,815,471 $ 2,091 $ 143,817,562 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The fair value of the derivative warrant liabilities at December 31, 2021 are as follows: Description Level Fair Derivative Warrant Liabilities – Public Warrants 1 $ 2,923,156 Derivative Warrant Liabilities – Private Placement Warrants 3 1,805,228 $ 4,728,384 The fair value of the derivative warrant liabilities at December 31, 2020 are as follows: Description Level Fair Derivative Warrant Liabilities – Public Warrants 1 $ 7,546,875 Derivative Warrant Liabilities – Private Placement Warrants 3 4,639,385 $ 12,186,260 The Warrants were accounted for as liabilities in accordance with ASC Topic 815 -40 Public Warrants The Warrants were valued as of December 31, 2021 (over -allotment Private Warrants The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes Model uses a Black Scholes Option Pricing Model that is modified to reduce the value of the Private Placement Warrants for a discount on the lack of marketability of the instrument as well as for the probability of consummation of the Business Combination. The primary unobservable inputs utilized in determining the fair value of the Private Placement Warrants is the discount for lack of marketability and the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80% which was determined based on a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsors’ track record for consummating similar transactions. The key inputs into the Modified Black Scholes Model for the Private Warrants were as follows at December 31, 2021: Input Initial Measurement Expected term (years) 0.40 Expected volatility 6.6 % Risk-free interest rate 1.30 % Exercise price $ 11.50 Fair value of the ordinary share price $ 10.21 The key inputs into the Modified Black Scholes Model for the Private Warrants were as follows at December 31, 2020: Input December 31, Expected term (years) 0.52 Expected volatility 15.0 % Risk-free interest rate 0.34 % Exercise price $ 11.50 Fair value of the ordinary share price $ 10.00 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Transfers to/from Levels The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the years ended December 31, 2020 and 2021 is summarized as follows: Public Private Total Derivative warrant liabilities at January 1, 2020 $ — $ — $ — July 17, 2020 Issuance of Public and Private Warrants, Level 3 inputs 2,687,500 1,738,885 4,426,385 July 21, 2020 Issuance of Public and Private Warrants, Level 3 inputs 403,125 163,021 566,146 Change in fair value of derivative warrant liabilities — (129,595 ) (129,595 ) Transfer of Public Warrants to Level 1 (3,090,625 ) — (3,090,625 ) Change in fair value of Private Warrants — 2,867,074 2,867,074 Derivative warrant liabilities – Level 3, at December 31, 2020 $ — $ 4,639,385 $ 4,639,385 Change in fair value of Private Warrants (2,834,157 ) (2,834,157 ) Derivative warrant liabilities – Level 3, at December 31, 2021 $ — $ 1,805,228 $ 1,805,228 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the accompanying unaudited condensed consolidated balance sheet date up to the date that the accompanying unaudited condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed consolidated financial statements. On October 17, 2022, the Company issued a promissory note in the aggregate principal amount of up to $153,655 to the Sponsor of the Company in connection with Second Extension Amendment. On October 27, 2022, the Sponsor injected additional funds of $250,000 under the March 29, 2022 promissory note. | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as disclosed, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. In connection with the Extension Amendment, shareholders holding 9,669,449 public shares exercised their right to redeem such public shares for a pro rata portion of the Trust Account. On January 7, 2022, the Company paid cash in the aggregate amount of $96,761,060, or approximately $10.00 per share to redeeming shareholders. The Company’s extensions payment of $0.03 per share/per month were due beginning on January 17, 2022 in the amount of $141,167 and are payable monthly through the Company’s extension date in October 2022. In February 2022, the Russian Federation and Belarus commenced an invasion of the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On March 29, 2022, the Company issued an unsecured promissory note (the “Working Capital Note”) in the amount of up to $1,000,000, to the Sponsor. The proceeds of the Working Capital Note will be used for costs in connection with the Company’s Business Combination or as general working capital. The Working Capital Note is non -interest On March 29, 2022, the Company issued an unsecured promissory note (the “Extension Note”) in the amount of up to $1,297,500 to the Sponsor. The proceeds of the Extension Note will be used solely for extensions of the time period the Company has to complete a Business Combination pursuant to the Company’s Amended and Restated Memorandum and Articles of Association. The Extension Note is non -interest |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10 -K The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in the accompanying unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the accompanying unaudited condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, and redemption of a portion of Class A ordinary shares in January 2022, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid -in At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the accompanying unaudited condensed consolidated balance sheets are reconciled in the following table: September 30, December 31, Gross proceeds $ 143,750,000 $ 143,750,000 Less: Proceeds allocated to Public Warrants (3,090,625 ) (3,090,625 ) Class A ordinary shares issuance costs (8,208,498 ) (8,208,498 ) Plus: Accretion of carrying value to redemption value 11,299,123 11,299,123 Class A ordinary shares subject to possible redemption 143,750,000 143,750,000 Class A ordinary shares tendered for redemption — (96,694,490 ) Accretion of shares tendered for redemption 66,570 — Class A ordinary shares redeemed from the Trust Account (96,761,060 ) — Accretion of shares subject to redemption 1,473,764 — Class A ordinary shares subject to possible redemption $ 48,529,274 $ 47,055,510 | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its shares of Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB’s Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Accordingly, at December 31, 2021 and 2020, there were 4,705,551 and 14,375,000, respectively Class A ordinary shares subject to possible redemption, all of which are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of December 31, 2021, 9,669,449 Class A ordinary shares have tendered shares for redemption. These shares were deemed to be mandatorily redeemable as of December 31, 2021 and were classified as liabilities at $10.00 per share. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against retained earnings and absent retained earnings, charges against additional paid -in At December 31, 2021 and 2020, the ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 143,750,000 Less: Proceeds allocated to Public Warrants (3,090,625 ) Class A ordinary shares issuance costs (8,208,498 ) Plus: Accretion of carrying value to redemption value 11,299,123 Class A ordinary shares subject to possible redemption, December 31, 2020 $ 143,750,000 Class A ordinary shares tendered for redemption (96,694,490 ) Class A ordinary shares subject to possible redemption, December 31, 2021 $ 47,055,510 |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $8,394,984, of which $8,208,498 was charged to shareholders’ deficit upon the completion of the Initial Public Offering and $186,486 of costs allocated to the warrants was charged to operations. | Offering Costs Offering costs consist of underwriting, legal, accounting, and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $8,394,954 of which $8,208,498 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $186,486 of costs allocated to the warrants were charged to operations during 2020. |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. | Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Income or loss is allocated on a pro rata basis to each of the two classes of ordinary shares. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,562,500 Class A ordinary shares in the aggregate. As of September 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the three months ended For the three months ended For the nine months ended For the nine months ended Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income (loss), as adjusted $ (200,039 ) $ (152,775 ) $ 4,929,384 $ 1,232,346 $ 2,058,039 $ 1,493,105 $ 5,159,208 $ 1,289,802 Denominator: Basic and diluted weighted average shares outstanding 4,705,551 3,593,750 14,375,000 3,593,750 4,953,486 3,593,750 14,375,000 3,593,750 Basic and diluted net income (loss) per ordinary share $ (0.04 ) $ (0.04 ) $ 0.34 $ 0.34 $ 0.42 $ 0.42 $ 0.36 $ 0.36 | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two -class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,562,500 Class A ordinary shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,840,373 $ 1,210,093 $ (4,931,350 ) $ (2,694,191 ) Denominator: Basic and diluted weighted average shares outstanding 14,375,000 3,593,750 6,577,869 3,593,750 Basic and diluted net income (loss) per ordinary share $ 0.34 $ 0.34 $ (0.75 ) $ (0.75 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the Company’s accompanying unaudited condensed consolidated balance sheets, primarily due to their short -term The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short -term |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -Scholes |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of ordinary shares reflected in the balance sheets | September 30, December 31, Gross proceeds $ 143,750,000 $ 143,750,000 Less: Proceeds allocated to Public Warrants (3,090,625 ) (3,090,625 ) Class A ordinary shares issuance costs (8,208,498 ) (8,208,498 ) Plus: Accretion of carrying value to redemption value 11,299,123 11,299,123 Class A ordinary shares subject to possible redemption 143,750,000 143,750,000 Class A ordinary shares tendered for redemption — (96,694,490 ) Accretion of shares tendered for redemption 66,570 — Class A ordinary shares redeemed from the Trust Account (96,761,060 ) — Accretion of shares subject to redemption 1,473,764 — Class A ordinary shares subject to possible redemption $ 48,529,274 $ 47,055,510 | Gross proceeds $ 143,750,000 Less: Proceeds allocated to Public Warrants (3,090,625 ) Class A ordinary shares issuance costs (8,208,498 ) Plus: Accretion of carrying value to redemption value 11,299,123 Class A ordinary shares subject to possible redemption, December 31, 2020 $ 143,750,000 Class A ordinary shares tendered for redemption (96,694,490 ) Class A ordinary shares subject to possible redemption, December 31, 2021 $ 47,055,510 |
Schedule of basic and diluted net income (loss) per ordinary share | For the three months ended For the three months ended For the nine months ended For the nine months ended Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income (loss), as adjusted $ (200,039 ) $ (152,775 ) $ 4,929,384 $ 1,232,346 $ 2,058,039 $ 1,493,105 $ 5,159,208 $ 1,289,802 Denominator: Basic and diluted weighted average shares outstanding 4,705,551 3,593,750 14,375,000 3,593,750 4,953,486 3,593,750 14,375,000 3,593,750 Basic and diluted net income (loss) per ordinary share $ (0.04 ) $ (0.04 ) $ 0.34 $ 0.34 $ 0.42 $ 0.42 $ 0.36 $ 0.36 | Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,840,373 $ 1,210,093 $ (4,931,350 ) $ (2,694,191 ) Denominator: Basic and diluted weighted average shares outstanding 14,375,000 3,593,750 6,577,869 3,593,750 Basic and diluted net income (loss) per ordinary share $ 0.34 $ 0.34 $ (0.75 ) $ (0.75 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of fair value on a recurring basis | Level Fair Value Money Market Funds 1 $ 143,849,142 | Level Fair Money Market Funds 1 $ 143,849,142 |
Schedule of fair value of held-to-maturity securities | Held-To-Maturity Level Amortized Gross Fair December 31, 2020 U.S. Treasury Securities 1 $ 143,815,471 $ 2,091 $ 143,817,562 | |
Schedule of fair value of the derivative warrant liabilities | Description Level Fair Value Derivative Warrant Liabilities – Public Warrants 1 $ 309,063 Derivative Warrant Liabilities – Private Placement Warrants 2 188,228 $ 497,291 Description Level Fair Value Derivative Warrant Liabilities – Public Warrants 2 $ 2,923,156 Derivative Warrant Liabilities – Private Placement Warrants 3 1,805,228 $ 4,728,384 | Description Level Fair Derivative Warrant Liabilities – Public Warrants 1 $ 2,923,156 Derivative Warrant Liabilities – Private Placement Warrants 3 1,805,228 $ 4,728,384 Description Level Fair Derivative Warrant Liabilities – Public Warrants 1 $ 7,546,875 Derivative Warrant Liabilities – Private Placement Warrants 3 4,639,385 $ 12,186,260 |
Schedule of black scholes model for the private warrants | Input December 31, Expected time until initial business combination 0.40 Expected volatility 6.6 % Risk-free interest rate 1.30 % Exercise price $ 11.50 Fair value of the ordinary share price $ 10.21 | Input Initial Measurement Expected term (years) 0.40 Expected volatility 6.6 % Risk-free interest rate 1.30 % Exercise price $ 11.50 Fair value of the ordinary share price $ 10.21 Input December 31, Expected term (years) 0.52 Expected volatility 15.0 % Risk-free interest rate 0.34 % Exercise price $ 11.50 Fair value of the ordinary share price $ 10.00 |
Schedule of change in the fair value of the derivative warrant liabilities | Private Fair value as of January 1, 2021 $ 4,639,385 Change in fair value of derivative warrant liabilities (1,407,161 ) Fair value as of March 31, 2021 3,232,224 Change in fair value of derivative warrant liabilities 1,059,651 Fair value as of June 30, 2021 $ 4,291,875 Change in fair value of derivative warrant liabilities (2,513,875 ) Fair value as of September 30, 2021 $ 1,778,000 Private Fair value as of January 1, 2022 $ 1,805,228 Change in fair value of derivative warrant liabilities (1,179,500 ) Fair value as of March 31, 2022 625,728 Change in fair value of derivative warrant liabilities (441,875 ) Fair value as of June 30, 2022 $ 183,853 Transfer to level 2 (183,853 ) Fair value as of September 30, 2022 $ — | Public Private Total Derivative warrant liabilities at January 1, 2020 $ — $ — $ — July 17, 2020 Issuance of Public and Private Warrants, Level 3 inputs 2,687,500 1,738,885 4,426,385 July 21, 2020 Issuance of Public and Private Warrants, Level 3 inputs 403,125 163,021 566,146 Change in fair value of derivative warrant liabilities — (129,595 ) (129,595 ) Transfer of Public Warrants to Level 1 (3,090,625 ) — (3,090,625 ) Change in fair value of Private Warrants — 2,867,074 2,867,074 Derivative warrant liabilities – Level 3, at December 31, 2020 $ — $ 4,639,385 $ 4,639,385 Change in fair value of Private Warrants (2,834,157 ) (2,834,157 ) Derivative warrant liabilities – Level 3, at December 31, 2021 $ — $ 1,805,228 $ 1,805,228 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Oct. 17, 2022 | Sep. 26, 2022 | Jul. 21, 2020 | Jul. 21, 2020 | Jul. 17, 2020 | Mar. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 27, 2022 | Oct. 31, 2022 | Oct. 12, 2022 | Jan. 17, 2022 | Jan. 07, 2022 | Dec. 27, 2021 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||
Gross proceed | $ 143,750,000 | $ 143,750,000 | |||||||||||||
Percentage of redeem public shares | 100% | ||||||||||||||
Deposit of trust account | $ 18,750,000 | $ 18,750,000 | |||||||||||||
Bringing aggregate proceeds | $ 143,750,000 | $ 143,750,000 | |||||||||||||
Transaction costs | 8,394,954 | 8,394,954 | |||||||||||||
Underwriting fees | 2,875,000 | 2,875,000 | |||||||||||||
Deferred underwriting fees | 5,031,250 | 5,031,250 | |||||||||||||
Other offering costs | $ 488,704 | $ 488,704 | |||||||||||||
Percentage of fair market value | 80% | 80% | |||||||||||||
Percentage of business combination | 50% | 50% | |||||||||||||
Interest public shares (in Dollars per share) | $ 10 | $ 10 | |||||||||||||
Net tangible assets least | $ 5,000,001 | $ 5,000,001 | |||||||||||||
Percentage of public shares | 15% | 15% | |||||||||||||
Interest dissolution expenses | $ 100,000 | $ 100,000 | |||||||||||||
Public offering price per Unit (in Dollars per share) | $ (10) | $ (10) | |||||||||||||
Trust account per public share (in Dollars per share) | $ 10 | $ 10 | |||||||||||||
Due amount | $ 96,694,490 | ||||||||||||||
Value of operating bank accounts | 113,000 | ||||||||||||||
Amount borrowed of promissory notes | 1,270,500 | ||||||||||||||
Aggregate gross proceeds | 3,090,625 | $ 3,090,625 | |||||||||||||
Aggregate value | $ 300,000 | $ 600,000,000 | |||||||||||||
Earnout participants, description | In addition, the Indiev stockholders immediately prior to the Transactions (the “Earnout Participants”) will, as a group, have the contingent right to receive up to an additional 20,000,000 shares of New INDI common stock (the “Earnout Shares”) as follows: (i) the Earnout Participants will receive 5,000,000 of the Earnout Shares if the Company’s consolidated net sales of electric automobile vehicles for the 12-month period beginning with the start of the first calendar quarter starting after the Closing (the “First Sales Earnout Year”) is at least 400, at an average effective pre-tax sales price of $55,000 per vehicle, and will receive another 10,000,000 of the Earnout Shares if the consolidated net sales of electric automobile vehicles for next 12-month period after the First Sales Earnout Year is at least 2,000, at an average effective pre-tax sales price of $55,000 per vehicle. The Earnout Participants will receive another 5,000,000 of the Earnout Shares if the volume weighted average stock price of New INDI common stock is at least $12.50 per share for any 20 trading day period within any 30 trading day period beginning 150 days after the Closing until December 31, 2024. For more information about the Transactions and the PIPE, see the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2022. | ||||||||||||||
Operating bank accounts | $ 202,000 | ||||||||||||||
Working capital deficit | 2,937,000 | ||||||||||||||
Advance from Sponsor | 2,680,834 | ||||||||||||||
Additional subsequent | $ 141,167 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||
Transaction costs | $ 186,456 | ||||||||||||||
Initial Public Offering [Member] | |||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||
Initial public offering (in Shares) | 12,500,000 | ||||||||||||||
Gross proceed | $ 125,000,000 | ||||||||||||||
Amount of net proceeds from sale of units | $ 125,000,000 | ||||||||||||||
Net proceeds per share (in Dollars per share) | $ 10 | ||||||||||||||
Shareholders holdings public shares (in Shares) | 9,669,449 | ||||||||||||||
Aggregate amount paid | $ 96,761,060 | ||||||||||||||
Redeeming shareholder price (in Dollars per share) | $ 10 | ||||||||||||||
Extension payment of per share (in Dollars per share) | $ 0.03 | ||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||
Underwriters exercised (in Shares) | 1,875,000 | 1,875,000 | |||||||||||||
Issued of aggregate amount | $ 18,750,000 | $ 18,750,000 | |||||||||||||
Private Placement Warrant [Member] | |||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||
Sale of stock, Description | Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement (the “Private Placement”) to Malacca Straits Management Company Limited (the “Sponsor”), generating gross proceeds of $4,000,000, which is described in Note 4. | ||||||||||||||
Sale of additional | $ 375,000 | $ 375,000 | |||||||||||||
Shares issued price per share (in Dollars per share) | $ 1 | $ 1 | |||||||||||||
Generating total proceeds | $ 375,000 | $ 375,000 | |||||||||||||
Sale of an additional warrants (in Shares) | 375,000 | ||||||||||||||
Private Placement Warrant [Member] | |||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||
Sale of stock, Description | Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to Malacca Straits Management Company Limited (the “Sponsor”), generating gross proceeds of $4,000,000, which is described in Note 4. | ||||||||||||||
Class B Ordinary Shares [Member] | |||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||
Transaction expenses exceed | $ 5,000,000 | ||||||||||||||
Share price (in Dollars per share) | $ 10 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||
Shareholders holdings public shares (in Shares) | 4,188,197 | ||||||||||||||
Aggregate amount paid | $ 43,282,728 | ||||||||||||||
Redeeming shareholder price (in Dollars per share) | $ 10.33 | ||||||||||||||
Extension payment of per share (in Dollars per share) | $ 0.033 | ||||||||||||||
Due amount | $ 153,655 | $ 141,167 | |||||||||||||
Aggregate value | $ 153,655 | ||||||||||||||
Subsequent Event [Member] | Initial Public Offering [Member] | |||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||
Due amount | $ 141,167 | ||||||||||||||
Forecast [Member] | |||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||
Shareholders holdings public shares (in Shares) | 9,669,449 | ||||||||||||||
Aggregate amount paid | $ 96,761,060 | ||||||||||||||
Redeeming shareholder price (in Dollars per share) | $ 10 | ||||||||||||||
Extension payment of per share (in Dollars per share) | $ 0.03 | ||||||||||||||
Mr. Hai Shi [Member] | |||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||
Shares issued price per share (in Dollars per share) | $ 10 | ||||||||||||||
Purchase share (in Shares) | 1,500,000 | ||||||||||||||
Aggregate gross proceeds | $ 15,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Class A ordinary shares subject to possible redemption | $ 4,705,551 | $ 14,375,000 | |
Offering costs amount | $ 8,394,984 | 8,394,954 | |
charged to shareholders’ equity | 8,208,498 | ||
Warrants changed to operations | 186,486 | $ 186,486 | |
Tax provision | 0 | ||
Federal deposit insurance corporation maximum coverage | 250,000 | $ 250,000 | |
Ordinary shares issuance costs | $ 8,208,498 | ||
Class A Ordinary Shares [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Ordinary shares tendered for redemption (in Shares) | 9,669,449 | 9,669,449 | |
Ordinary shares tendered for redemption (in Dollars per share) | $ 10 | $ 10 | |
Shares purchased (in Shares) | 11,562,500 | 11,562,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the balance sheets - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Ordinary Shares Reflected In The Balance Sheets Abstract | ||
Gross proceeds | $ 143,750,000 | $ 143,750,000 |
Less: | ||
Proceeds allocated to Public Warrants | (3,090,625) | (3,090,625) |
Class A ordinary shares issuance costs | (8,208,498) | (8,208,498) |
Plus: | ||
Accretion of carrying value to redemption value | 11,299,123 | 11,299,123 |
Class A ordinary shares subject to possible redemption, December 31, 2020 | 143,750,000 | 143,750,000 |
Class A ordinary shares tendered for redemption | (96,694,490) | |
Class A ordinary shares subject to possible redemption, December 31, 2021 | $ 48,529,274 | $ 47,055,510 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - Ordinary Shares [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 4,840,373 | $ (4,931,350) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 14,375,000 | 6,577,869 |
Basic and diluted net income (loss) per ordinary share | $ 0.34 | $ (0.75) |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 1,210,093 | $ (2,694,191) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 3,593,750 | 3,593,750 |
Basic and diluted net income (loss) per ordinary share | $ 0.34 | $ (0.75) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jul. 21, 2021 | Jul. 21, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering (Details) [Line Items] | ||||
Price per share unit | $ 1 | |||
Common stock price per shares | $ 1 | |||
Public Warrant [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Common stock price per shares | $ 11.5 | $ 11.5 | ||
Initial Public Offering [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of stock, units (in Shares) | 12,500,000 | 12,500,000 | ||
Price per share unit | $ 10 | $ 10 | ||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of additional units sold (in Shares) | 1,875,000 | 1,875,000 | ||
Price per share unit | $ 10 | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 02, 2021 | Oct. 17, 2022 | Mar. 29, 2022 | Oct. 20, 2021 | Jul. 21, 2020 | Jul. 17, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||||||||
Share price (in Dollars per share) | $ 1 | ||||||||||
Business combination term | 1 year | 1 year | |||||||||
Price per warrant (in Dollars per share) | $ 1 | ||||||||||
Private placement, description | in connection with the underwriters’ exercise of the over-allotment option in full, the Sponsor purchased an additional 375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The Private Placement Warrants were deemed to be derivative warrant liabilities at issuance and recorded at fair value. Amounts paid by the Sponsor in excess of the warrants fair value ($2,473,094) was treated as a capital contribution. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). | ||||||||||
Aggregate principal borrow amount | $ 300,000 | ||||||||||
Outstanding balance | $ 246,330 | ||||||||||
Outstanding borrowings | $ 300,000 | $ 1,561,667 | $ 2,161,667 | $ 600,000 | |||||||
Working capital loans | 1,500,000 | ||||||||||
Incurred amount | $ 13,900 | $ 2,995 | |||||||||
Shares subject to forfeiture (in Shares) | 468,750 | ||||||||||
Issued and outstanding percentage | 20% | ||||||||||
Subject to forfeiture (in Shares) | 468,750 | ||||||||||
Aggregate principal amount | $ 300,000 | 600,000,000 | |||||||||
Working capital loan | $ 1,500,000 | ||||||||||
Private Placement Warrant [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Purchase of warrant (in Shares) | 4,000,000 | 4,000,000 | |||||||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | |||||||||
Aggregate purchase price | $ 4,000,000 | $ 4,000,000 | |||||||||
Private placement, description | in connection with the underwriters’ exercise of the over-allotment option in full, the Sponsor purchased an additional 375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The Private Placement Warrants were deemed to be derivative warrant liabilities at issuance and recorded at fair value. Amounts paid by the Sponsor in excess of the warrants fair value ($2,473,094) were treated as a capital contribution. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). | ||||||||||
Business combination, description | The Company issued an unsecured promissory note, dated March 29, 2022, in the amount of up to $1,000,000, to the Sponsor (the “Working Capital Note”). The proceeds of the Working Capital Note will be used for costs in connection with the Company’s initial Business Combination or as general working capital. The Working Capital Note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the initial Business Combination is consummated or (ii) the date of the Company’s liquidation. The Working Capital Note is not convertible into equity or warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. At September 30, 2022 and December 31, 2021, the Company had $519,617 and $0, respectively, in outstanding borrowings under the Working Capital Note. | Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021 and 2020, the Company had no outstanding borrowings under the convertible Working Capital Loans. | |||||||||
Class B Ordinary Shares [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Shares consideration (in Shares) | 2,875,000 | ||||||||||
Dividend [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Share price (in Dollars per share) | $ 0.25 | ||||||||||
Class A Ordinary Shares [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Share price (in Dollars per share) | $ 12 | $ 12 | |||||||||
Subsequent Event [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Aggregate principal amount | $ 153,655 | ||||||||||
Promissory Notes [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Unsecured promissory note | 300,000 | ||||||||||
Promissory Note One [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Unsecured promissory note | $ 300,000 | ||||||||||
Promissory Note Two [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Unsecured promissory note | $ 300,000 | ||||||||||
Promissory Note Three [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Unsecured promissory note | $ 1,297,500 | ||||||||||
Promissory Note Four [Member] | Subsequent Event [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Unsecured promissory note | $ 153,655 | ||||||||||
Founder Shares [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Amount of sponsor paid | $ 25,000 | ||||||||||
Aggregate shares (in Shares) | 3,593,750 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 26, 2022 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Underwriting agreement description | The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,500,000 in the aggregate. As a result of the underwriters’ election to exercise their over-allotment in full on July 21, 2020, the underwriters were paid an additional cash underwriting discount of $375,000.In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. A portion of such amount, not to exceed 25% of the total amount of the deferred fee held in the Trust Account, may be re-allocated or paid to unaffiliated thirds parties that assist the Company in consummating a Business Combination. | The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,500,000 in the aggregate. As a result of the underwriters’ election to exercise their over-allotment in full on July 21, 2020, the underwriters were paid an additional cash underwriting discount of $375,000.In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. A portion of such amount, not to exceed 25% of the total amount of the deferred fee held in the Trust Account, may be re-allocated or paid to unaffiliated thirds parties that assist the Company in consummating a Business Combination. | ||
Deferred underwriting fee payable | $ 5,031,250 | |||
Over-Allotment Option [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Aggregate underwriting amount | $ 2,500,000 | |||
IPO [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Deferred underwriting fee payable | $ 5,031,250 | |||
Deferred underwriting fee payable total | $ 1,500,000 | |||
Common stock shares (in Shares) | 200,000 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Oct. 31, 2022 shares | Dec. 31, 2020 $ / shares shares | |
Shareholders’ Deficit (Details) [Line Items] | ||||
Preference shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preference shares par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preference shares issued | ||||
Public share | 9,669,449 | |||
Issued and outstanding percentage | 20% | 20% | ||
preference shares outstanding | ||||
Voting right description | Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. | |||
Preference Shares [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Preference shares authorized | 1,000,000 | |||
Preference shares par value (in Dollars per share) | $ / shares | $ 0.0001 | |||
Preference shares issued | 0 | |||
Class A Ordinary Shares [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Ordinary shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Ordinary shares par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of vote for each share | 1 | |||
Ordinary shares issued | 4,705,551 | |||
Ordinary shares outstanding | 4,705,551 | |||
Class A Ordinary Shares [Member] | Common Stock [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Ordinary shares authorized | 200,000,000 | |||
Ordinary shares par value (in Dollars per share) | $ / shares | $ 0.0001 | |||
Ordinary shares issued | 4,705,551 | 14,375,000 | ||
Ordinary shares outstanding | 4,705,551 | |||
Class B Ordinary Shares [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Ordinary shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Ordinary shares par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of vote for each share | 1 | |||
Ordinary shares issued | 3,593,750 | 3,593,750 | 3,593,750 | |
Ordinary shares outstanding | 3,593,750 | 3,593,750 | 3,593,750 | |
Subsequent Event [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Public share | 4,188,197 |
Warrants (Details)
Warrants (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants (Details) [Line Items] | |||
Public warrants maturity period | 5 years | 5 years | |
Public warrants redemption, description | Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption:• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and• if, and only if, the last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant holders. | Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption:• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and• if, and only if, the last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders. | |
Price per share (in Dollars per share) | $ 9.2 | ||
Market value, percentage | 115% | 115% | |
Newly issued price per share (in Dollars per share) | $ 18 | $ 18 | |
Market value per share (in Dollars per share) | $ 9.2 | ||
Public Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Warrants outstanding (in Shares) | 7,187,500 | 7,187,500 | |
Fair value of public warrants | $ 309,063 | $ 2,923,156 | $ 7,546,875 |
Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Total equity proceeds, percentage | 180% | ||
Market value, percentage | 180% | ||
Private Placement [Member] | |||
Warrants (Details) [Line Items] | |||
Warrants outstanding (in Shares) | 4,375,000 | ||
Fair value of public warrants | $ 1,805,125 | ||
Private Placement Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Fair value of public warrants | $ 188,228 | $ 1,805,228 | $ 4,639,385 |
Class A Ordinary Shares [Member] | |||
Warrants (Details) [Line Items] | |||
Total equity proceeds, percentage | 60% | 60% | |
Business combination, price per share (in Dollars per share) | $ 9.2 | $ 9.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) [Line Items] | |||||
Assets held in the trust account | $ 178 | $ 273 | |||
Cash | $ 48,629,274 | $ 48,629,274 | 178 | ||
Withdrawn from account to redeem | $ 96,761,060 | ||||
Private placement warrants | $ 183,853 | $ 183,853 | |||
Class A Ordinary Shares [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Withdrawn from account to redeem | $ 96,761,060 | ||||
U.S. Treasury Securities [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Assets held in the trust account | 143,849,142 | ||||
Cash | $ 143,849,142 | $ 143,815,471 | |||
Business Combination [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Business combination percentage | 80% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis | Dec. 31, 2021 USD ($) |
Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Money Market Funds | $ 143,849,142 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities - Level 1 [Member] - U.S. Treasury Securities [Member] | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items] | |
Held-To-Maturity | U.S. Treasury Securities(Mature on 1/12/2021) |
Amortized Cost | $ 143,815,471 |
Gross Holding Gain | 2,091 |
Fair Value | $ 143,817,562 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | |||
Derivative Warrant Liabilities | $ 497,291 | $ 4,728,384 | $ 12,186,260 |
Level 1 [Member] | Public Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | |||
Derivative Warrant Liabilities | 2,923,156 | 7,546,875 | |
Level 3 [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | |||
Derivative Warrant Liabilities | $ 188,228 | $ 1,805,228 | $ 4,639,385 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of black scholes model for the private warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Black Scholes Model For The Private Warrants Abstract | ||
Expected term (years) | 4 months 24 days | 6 months 7 days |
Expected volatility | 6.60% | 15% |
Risk-free interest rate | 1.30% | 0.34% |
Exercise price | $ 11.5 | $ 11.5 |
Fair value of the ordinary share price | $ 10.21 | $ 10 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities [Line Items] | ||
Derivative warrant liabilities at beginning | $ 4,639,385 | |
July 17, 2020 Issuance of Public and Private Warrants, Level 3 inputs | 4,426,385 | |
July 21, 2020 Issuance of Public and Private Warrants, Level 3 inputs | 566,146 | |
Change in fair value of derivative warrant liabilities | (129,595) | |
Transfer of Public Warrants to Level 1 | (3,090,625) | |
Change in fair value of Private Warrants | (2,834,157) | 2,867,074 |
Derivative warrant liabilities – Level 3, at liabilities at ending | 1,805,228 | 4,639,385 |
Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities [Line Items] | ||
Derivative warrant liabilities at beginning | ||
July 17, 2020 Issuance of Public and Private Warrants, Level 3 inputs | 2,687,500 | |
July 21, 2020 Issuance of Public and Private Warrants, Level 3 inputs | 403,125 | |
Change in fair value of derivative warrant liabilities | ||
Transfer of Public Warrants to Level 1 | (3,090,625) | |
Change in fair value of Private Warrants | ||
Derivative warrant liabilities – Level 3, at liabilities at ending | ||
Private Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities [Line Items] | ||
Derivative warrant liabilities at beginning | 4,639,385 | |
July 17, 2020 Issuance of Public and Private Warrants, Level 3 inputs | 1,738,885 | |
July 21, 2020 Issuance of Public and Private Warrants, Level 3 inputs | 163,021 | |
Change in fair value of derivative warrant liabilities | (129,595) | |
Transfer of Public Warrants to Level 1 | ||
Change in fair value of Private Warrants | (2,834,157) | 2,867,074 |
Derivative warrant liabilities – Level 3, at liabilities at ending | $ 1,805,228 | $ 4,639,385 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |||||
Oct. 27, 2022 | Mar. 29, 2022 | Oct. 17, 2022 | Jan. 17, 2022 | Jan. 07, 2022 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | ||||||
Shareholders holdings public shares (in Shares) | 9,669,449 | |||||
Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
cash | $ 96,761,060 | |||||
Redeeming shareholder price (in Dollars per share) | $ 10 | |||||
Extension payment of per share (in Dollars per share) | $ 0.03 | |||||
Due amount | $ 141,167 | |||||
Aggregate principal amount | $ 153,655 | |||||
Additional funds | $ 250,000 | |||||
Working Capital Note [Member] | Forecast [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Unsecured promissory note | $ 1,000,000 | |||||
Extension Note [Member] | Forecast [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Unsecured promissory note | $ 1,297,500 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the accompanying unaudited condensed balance sheets - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Ordinary Shares Reflected In The Accompanying Unaudited Condensed Balance Sheets Abstract | ||
Gross proceeds | $ 143,750,000 | $ 143,750,000 |
Less: | ||
Proceeds allocated to Public Warrants | (3,090,625) | (3,090,625) |
Class A ordinary shares issuance costs | (8,208,498) | (8,208,498) |
Plus: | ||
Accretion of carrying value to redemption value | 11,299,123 | 11,299,123 |
Class A ordinary shares subject to possible redemption | 143,750,000 | 143,750,000 |
Class A ordinary shares tendered for redemption | (96,694,490) | |
Accretion of shares tendered for redemption | 66,570 | |
Class A ordinary shares redeemed from the Trust Account | (96,761,060) | |
Accretion of shares subject to redemption | 1,473,764 | |
Class A ordinary shares subject to possible redemption | $ 48,529,274 | $ 47,055,510 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class A [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share [Line Items] | ||||||
Allocation of net income (loss), as adjusted | $ (200,039) | $ 4,929,384 | $ 2,058,039 | $ 5,159,208 | ||
Basic and diluted weighted average shares outstanding | 4,705,551 | 14,375,000 | 4,953,486 | 14,375,000 | ||
Basic and diluted net income (loss) per ordinary share | $ (0.04) | $ 0.34 | $ 0.42 | $ 0.36 | $ 0.34 | $ (0.75) |
Class B [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share [Line Items] | ||||||
Allocation of net income (loss), as adjusted | $ (152,775) | $ 1,232,346 | $ 1,493,105 | $ 1,289,802 | ||
Basic and diluted weighted average shares outstanding | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 | ||
Basic and diluted net income (loss) per ordinary share | $ (0.04) | $ 0.34 | $ 0.42 | $ 0.36 | $ 0.34 | $ (0.75) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class A [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share (Parentheticals) [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 4,705,551 | 14,375,000 | 4,953,486 | 14,375,000 | 14,375,000 | 6,577,869 |
Basic and diluted net income (loss) per ordinary share | $ (0.04) | $ 0.34 | $ 0.42 | $ 0.36 | $ 0.34 | $ (0.75) |
Class B [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share (Parentheticals) [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 |
Basic and diluted net income (loss) per ordinary share | $ (0.04) | $ 0.34 | $ 0.42 | $ 0.36 | $ 0.34 | $ (0.75) |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis | Dec. 31, 2021 USD ($) |
Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Money Market Funds | $ 143,849,142 |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | |||
Derivative Warrant Liabilities | $ 497,291 | $ 4,728,384 | $ 12,186,260 |
Level 2 [Member] | Public Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | |||
Derivative Warrant Liabilities | 309,063 | 2,923,156 | |
Level 3 [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | |||
Derivative Warrant Liabilities | $ 188,228 | $ 1,805,228 | $ 4,639,385 |
Fair Value Measurements (Deta_9
Fair Value Measurements (Details) - Schedule of black scholes model for the private warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Black Scholes Model for the Private Warrants [Abstract] | ||
Expected time until initial business combination | 4 months 24 days | 6 months 7 days |
Expected volatility | 6.60% | 15% |
Risk-free interest rate | 1.30% | 0.34% |
Exercise price | $ 11.5 | $ 11.5 |
Fair value of the ordinary share price | $ 10.21 | $ 10 |
Fair Value Measurements (Det_10
Fair Value Measurements (Details) - Schedule of changes in the fair value of the private placement warrant liabilities - Private Placement Warrants [Member] - USD ($) | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of the private placement warrant liabilities [Line Items] | ||||||
Fair value beginning | $ 183,853 | $ 625,728 | $ 1,805,228 | $ 4,291,875 | $ 3,232,224 | $ 4,639,385 |
Change in fair value of derivative warrant liabilities | (441,875) | (1,179,500) | (2,513,875) | 1,059,651 | (1,407,161) | |
Fair value ending | $ 183,853 | $ 625,728 | $ 1,778,000 | $ 4,291,875 | $ 3,232,224 | |
Transfer to level 2 | $ (183,853) |