Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Population Health Investment Co., Inc. | |
Entity Central Index Key | 0001825724 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39706 | |
Entity Tax Identification Number | 98-1556837 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | One World Financial Center | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10281 | |
City Area Code | 212 | |
Local Phone Number | 993-3113 | |
Class A Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | PHIC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 17,250,000 | |
Class B Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,312,500 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share | |
Trading Symbol | PHICU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | PHICW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 35,998 | $ 247,444 |
Prepaid expenses | 73,216 | 400,482 |
Total current assets | 109,214 | 647,926 |
Investments held in Trust Account | 173,633,865 | 172,536,317 |
Total Assets | 173,743,079 | 173,184,243 |
Current liabilities: | ||
Accounts payable | 0 | 29,583 |
Accrued expenses | 645,725 | 513,360 |
Note payable - related party | 300,000 | 300,000 |
Total current liabilities | 945,725 | 842,943 |
Deferred underwriting commissions | 6,037,500 | 6,037,500 |
Derivative warrant liabilities | 281,500 | 4,879,330 |
Due to related party | 289,943 | 246,938 |
Total liabilities | 7,554,668 | 12,006,711 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 17,250,000 shares at $10.06 and $10.00 per share redemption value at September 30, 2022 and December 31, 2021 | 173,533,865 | 172,500,000 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 30, 2022 and December 31, 2021 | ||
Additional paid-in capital | 0 | |
Accumulated deficit | (7,345,885) | (11,322,899) |
Total shareholders' deficit | (7,345,454) | (11,322,468) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 173,743,079 | 173,184,243 |
Common Class A [Member] | ||
Shareholders' Deficit | ||
Common stock | ||
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common stock | $ 431 | $ 431 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 17,250,000 | 17,250,000 |
Temporary equity redemption price per share | $ 10.06 | $ 10 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Outstanding | 17,250,000 | 17,250,000 |
Non-redeemable Common Shares | 0 | 0 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock, Shares, Issued | 4,312,500 | 4,312,500 |
Common Stock, Shares, Outstanding | 4,312,500 | 4,312,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
General and administrative expenses | $ 211,418 | $ 525,460 | $ 684,499 | $ 1,239,868 |
Loss from operations | (211,418) | (525,460) | (684,499) | (1,239,868) |
Other income | ||||
Change in fair value of derivative warrant liabilities | 844,500 | 3,753,330 | 4,597,830 | 5,196,670 |
Net gain from investments held in Trust Account | 818,948 | 15,148 | 1,097,548 | 21,527 |
Net income | $ 1,452,030 | $ 3,243,018 | $ 5,010,879 | $ 3,978,329 |
Common Class A [Member] | ||||
Other income | ||||
Weighted average shares outstanding, Basic | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 |
Weighted average shares outstanding, Diluted | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 |
Basic net income per share | $ 0.07 | $ 0.15 | $ 0.23 | $ 0.18 |
Diluted net income per share | $ 0.07 | $ 0.15 | $ 0.23 | $ 0.18 |
Common Class B [Member] | ||||
Other income | ||||
Weighted average shares outstanding, Basic | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 |
Weighted average shares outstanding, Diluted | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 |
Basic net income per share | $ 0.07 | $ 0.15 | $ 0.23 | $ 0.18 |
Diluted net income per share | $ 0.07 | $ 0.15 | $ 0.23 | $ 0.18 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Accumulated Deficit [Member] | Common Class B [Member] Common Stock [Member] |
Beginning Balance ,Values at Dec. 31, 2020 | $ (17,177,830) | $ (17,178,261) | $ 431 |
Beginning Balance ,Shares at Dec. 31, 2020 | 4,312,500 | ||
Net income (loss) | 1,785,072 | 1,785,072 | |
Ending Balance ,Values at Mar. 31, 2021 | (15,392,758) | (15,393,189) | $ 431 |
Ending Balance ,Shares at Mar. 31, 2021 | 4,312,500 | ||
Beginning Balance ,Values at Dec. 31, 2020 | (17,177,830) | (17,178,261) | $ 431 |
Beginning Balance ,Shares at Dec. 31, 2020 | 4,312,500 | ||
Net income (loss) | 3,978,329 | ||
Ending Balance ,Values at Sep. 30, 2021 | (13,199,501) | (13,199,932) | $ 431 |
Ending Balance ,Shares at Sep. 30, 2021 | 4,312,500 | ||
Beginning Balance ,Values at Mar. 31, 2021 | (15,392,758) | (15,393,189) | $ 431 |
Beginning Balance ,Shares at Mar. 31, 2021 | 4,312,500 | ||
Net income (loss) | (1,049,761) | (1,049,761) | |
Ending Balance ,Values at Jun. 30, 2021 | (16,442,519) | (16,442,950) | $ 431 |
Ending Balance ,Shares at Jun. 30, 2021 | 4,312,500 | ||
Net income (loss) | 3,243,018 | 3,243,018 | |
Ending Balance ,Values at Sep. 30, 2021 | (13,199,501) | (13,199,932) | $ 431 |
Ending Balance ,Shares at Sep. 30, 2021 | 4,312,500 | ||
Beginning Balance ,Values at Dec. 31, 2021 | (11,322,468) | (11,322,899) | $ 431 |
Beginning Balance ,Shares at Dec. 31, 2021 | 4,312,500 | ||
Net income (loss) | 1,886,512 | 1,886,512 | |
Ending Balance ,Values at Mar. 31, 2022 | (9,435,956) | (9,436,387) | $ 431 |
Ending Balance ,Shares at Mar. 31, 2022 | 4,312,500 | ||
Beginning Balance ,Values at Dec. 31, 2021 | (11,322,468) | (11,322,899) | $ 431 |
Beginning Balance ,Shares at Dec. 31, 2021 | 4,312,500 | ||
Net income (loss) | 5,010,879 | ||
Ending Balance ,Values at Sep. 30, 2022 | (7,345,454) | (7,345,885) | $ 431 |
Ending Balance ,Shares at Sep. 30, 2022 | 4,312,500 | ||
Beginning Balance ,Values at Mar. 31, 2022 | (9,435,956) | (9,436,387) | $ 431 |
Beginning Balance ,Shares at Mar. 31, 2022 | 4,312,500 | ||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (214,917) | (214,917) | |
Net income (loss) | 1,672,337 | 1,672,337 | |
Ending Balance ,Values at Jun. 30, 2022 | (7,978,536) | (7,978,967) | $ 431 |
Ending Balance ,Shares at Jun. 30, 2022 | 4,312,500 | ||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (818,948) | (818,948) | |
Net income (loss) | 1,452,030 | 1,452,030 | |
Ending Balance ,Values at Sep. 30, 2022 | $ (7,345,454) | $ (7,345,885) | $ 431 |
Ending Balance ,Shares at Sep. 30, 2022 | 4,312,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||
Net income | $ 1,452,030 | $ 1,886,512 | $ 3,243,018 | $ 1,785,072 | $ 5,010,879 | $ 3,978,329 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||||||
Net gain from investments held in Trust Account | (818,948) | (15,148) | (1,097,548) | (21,527) | |||
Change in fair value of derivative warrant liabilities | (844,500) | (3,753,330) | (4,597,830) | (5,196,670) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 327,266 | 341,590 | |||||
Accounts payable | (29,583) | (68,216) | |||||
Accrued expenses | 132,365 | 411,000 | |||||
Due to related party | 43,005 | 246,938 | |||||
Net cash used in operating activities | (211,446) | (308,556) | |||||
Net change in cash | (211,446) | (308,556) | |||||
Cash - beginning of the period | $ 247,444 | $ 681,243 | 247,444 | 681,243 | $ 681,243 | ||
Cash - end of the period | $ 35,998 | $ 372,687 | $ 35,998 | $ 372,687 | $ 247,444 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description Of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Population Health Investment Co., Inc. (the “Company”) is a blank check company incorporated in the Cayman Islands on September 11, 2020. 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 or entities (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. At September 30, 2022, the Company had not yet commenced operations. All activity for the period from September 11, 2020 (inception) through September 30, 2022 relates to the Company’s formation and its preparation for the initial public offering (“Initial Public Offering”), which is described below, and since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Population Health Investment Holding, Inc., a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 17, 2020. On November 20, 2020, the Company consummated its Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), including 2,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $10.2 million, inclusive of approximately $6.0 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 3,633,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $5.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $172.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invests only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the partner or otherwise acquires a controlling interest in the partner sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the 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 shareholder 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, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share non-public Notwithstanding the foregoing, the 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% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 20, 2022 (the “Combination Period”), or (B) with respect to any other provision relating to shareholders’ rights or pre-initial If the Company is unable to complete 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, officers and directors agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in 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 value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. 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 vendor for services rendered or products sold to the Company, or a prospective partner business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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 claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective partner businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Emerging Growth Company As an emerging growth company, the Company 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $36,000 in its operating bank accounts and a working capital deficit of approximately $837,000. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of $300,000 from the Sponsor pursuant to the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. As of September 30, 2022, the Note remains outstanding. On January 1, 2022, the Note was amended to allow for prepayment at any time or to became payable the earlier of (i) November 1, 2022 or (ii) the date on which the Company consummate its initial Business Combination. In addition, 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, provide the Company Working Capital Loans (see Note 4). As of September 30, 2022 and December 31, 2021, there were no In connection with the Company’s assessment of going concern considerations 2014-15, |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K 10-K Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000, and any cash held in the Trust Account. At September 30, 2022 and December 31, 2021, the Company had 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 carrying value of the Company’s assets and liabilities recognized in the condensed balance sheets, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair values for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value. Fair Value of Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The warrants issued in connection with its Initial Public Offering (“the Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement The non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating non-current 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A 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 the occurrence respectively of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 17,250,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Under ASC 480-10-S99, Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes ASC Topic 740 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 The Company is considered an exempted Cayman Islands company 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. The Company’s management does not expect that the total amount of unrecognized tax Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 9,383,333 Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For The Three Months Ended September 30, For The Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income 1,161,624 290,406 2,594,414 648,604 4,008,703 1,002,176 3,182,663 795,666 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net income per ordinary share $ 0.07 $ 0.07 $ 0.15 $ 0.15 $ 0.23 $ 0.23 $ 0.18 $ 0.18 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On November 20, 2020, the Company consummated its Initial Public Offering of 17,250,000 Units, including 2,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $10.2 million, inclusive of approximately $6.0 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share, par value $0.001 per share and one-third |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On September 17, 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 562,500 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 20, 2020, the underwriters exercised their over-allotment option; thus, these Founder Shares were no longer subject to forfeiture. In January 2021, the Sponsor transferred 43,125 Founder Shares to each of its independent directors. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 3,633,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $5.5 million. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Sponsor Loan On September 17, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, which was later amended on November 20, 2020 (the “Note”). This loan is non-interest Due to Related Party As of September 30, 2022 and December 31, 2021, the Sponsor incurred approximately $290,000 and $247,000, respectively, in advisory services on behalf of the Company’s search for a prospective Business Combination, as presented as due to related party on the accompanying condensed balance sheets. Pursuant to letter agreements between the Company and the Sponsor, the amount is payable within 30 days of the initial Business Combination. If the Company does not consummate a Business Combination on or prior to November 19, 2022, the Company will not be required to pay. Working Capital Loans In addition, 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be converted into private placement warrants at a price of $1.50 per warrant. 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 September 30, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and 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 and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $3.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $6.0 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with 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. The impact of this action and related sanctions on the world economy are not determinable as of the date of this Report and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this Report. |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE WARRANT LIABILITIES | NOTE 6. DERIVATIVE WARRANT LIABILITIES As of September 30, 2022 and December 31, 2021, the Company has 5,750,000 and 3,633,333 of Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that 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 elect, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of at $11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial 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 $10.00 and 18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants for cash, when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants): • 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; and • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (share sub-divisions, 30-trading Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00. After the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and • if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
ClassA Ordinary Shares Subject to Possible Redemption [Text Block] | NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION 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 the occurrence of future events. The Company is authorized to issue 300,000,000 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. As of September 30, 2022 and December 31, 2021, there were 17,250,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled on the following table: Gross proceeds $ 172,500,000 Less: Fair value of Public Warrants at issuance (6,531,260 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (9,769,025 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 16,300,285 Class A ordinary shares subject to possible redemption, December 31, 2021 172,500,000 Increase in redemption value of Class A ordinary shares subject to possible redemption amount 1,033,865 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 173,533,865 |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares - Class A Ordinary Shares Class B Ordinary Shares -The Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2022 Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account-Money Market Fund $ 2,394 $ — $ — Investments held in Trust Account-U.S. $ 173,631,471 $ — $ — Liabilities: Derivative warrant liabilities-Public $ — $ 172,500 $ — Derivative warrant liabilities-Private $ — $ 109,000 $ — December 31, 2021 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account-U.S. $ 172,535,823 $ — $ — Liabilities: Derivative warrant liabilities-Public $ 2,990,000 $ — $ — Derivative warrant liabilities-Private $ — $ 1,889,330 $ — (1) Excludes $494 of cash balance held within the Trust Account. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in January 2021, when the Public Warrants were separately listed and traded. The estimated fair value of Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of June 30, 2022 and September 30, 2022. There were no other transfers between levels during the nine months ended September 30, 2022 and 2021. Level 1 assets instruments include investments in U.S. Treasury Bills and money market funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of these investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Company’s Initial Public Offering has subsequently been measured based on the quoted market price of such warrants since January 2021. As of September 30, 2022 and December 31, 2021, the fair value of the Private Placement Warrants has been estimated by reference to the listed trading price of the Public Warrants price, a Level 2 measurement. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrant, the Company determined that the fair of each Private Placement Warrants is equivalent to that of each Public Warrant. For the three months ended September 30, 2022 and 2021, the Company recognized income of approximately $845,000 and $3.8 million, respectively, resulting from a decrease in the fair value of the warrant liabilities, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. For the nine months ended September 30, 2022 and 2021, the Company recognized income of approximately $4.6 million and $5.2 million, respectively, resulting from a decrease in the fair value of the warrant liabilities, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. The change in the fair value of Level 3 derivative warrant liabilities for the nine months ended September 30, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at December 31, 2020 $ 12,234,170 Change in fair value of derivative warrant liabilities (795,070 ) Transfer of Public Warrants out of level 3 (7,442,430 ) Level 3 - Derivative warrant liabilities at March 31, 2021 3,996,670 Change in fair value of derivative warrant liabilities 181,660 Level 3 - Derivative warrant liabilities at June 30, 2021 4,178,330 Transfer of Private Warrants out of level 3 (4,178,330 ) Level 3 - Derivative warrant liabilities at September 30, 2021 $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K 10-K |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2022 and December 31, 2021. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000, and any cash held in the Trust Account. At September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instrumets | Fair Value of Financial Instruments The carrying value of the Company’s assets and liabilities recognized in the condensed balance sheets, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair values for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value. |
Fair Value of Measurement | Fair Value of Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The warrants issued in connection with its Initial Public Offering (“the Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement The non-current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating non-current |
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A 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 the occurrence respectively of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 17,250,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Under ASC 480-10-S99, Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes ASC Topic 740 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 The Company is considered an exempted Cayman Islands company 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. The Company’s management does not expect that the total amount of unrecognized tax |
Net income (loss) per ordinary share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 9,383,333 Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For The Three Months Ended September 30, For The Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income 1,161,624 290,406 2,594,414 648,604 4,008,703 1,002,176 3,182,663 795,666 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net income per ordinary share $ 0.07 $ 0.07 $ 0.15 $ 0.15 $ 0.23 $ 0.23 $ 0.18 $ 0.18 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (loss) Per Share of Ordinary Share | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For The Three Months Ended September 30, For The Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income 1,161,624 290,406 2,594,414 648,604 4,008,703 1,002,176 3,182,663 795,666 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net income per ordinary share $ 0.07 $ 0.07 $ 0.15 $ 0.15 $ 0.23 $ 0.23 $ 0.18 $ 0.18 |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity [Table Text Block] | Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled on the following table: Gross proceeds $ 172,500,000 Less: Fair value of Public Warrants at issuance (6,531,260 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (9,769,025 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 16,300,285 Class A ordinary shares subject to possible redemption, December 31, 2021 172,500,000 Increase in redemption value of Class A ordinary shares subject to possible redemption amount 1,033,865 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 173,533,865 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2022 Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account-Money Market Fund $ 2,394 $ — $ — Investments held in Trust Account-U.S. $ 173,631,471 $ — $ — Liabilities: Derivative warrant liabilities-Public $ — $ 172,500 $ — Derivative warrant liabilities-Private $ — $ 109,000 $ — December 31, 2021 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account-U.S. $ 172,535,823 $ — $ — Liabilities: Derivative warrant liabilities-Public $ 2,990,000 $ — $ — Derivative warrant liabilities-Private $ — $ 1,889,330 $ — (1) Excludes $494 of cash balance held within the Trust Account. |
Summary of fair value of the Level 3 derivative warrant liabilities | The change in the fair value of Level 3 derivative warrant liabilities for the nine months ended September 30, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at December 31, 2020 $ 12,234,170 Change in fair value of derivative warrant liabilities (795,070 ) Transfer of Public Warrants out of level 3 (7,442,430 ) Level 3 - Derivative warrant liabilities at March 31, 2021 3,996,670 Change in fair value of derivative warrant liabilities 181,660 Level 3 - Derivative warrant liabilities at June 30, 2021 4,178,330 Transfer of Private Warrants out of level 3 (4,178,330 ) Level 3 - Derivative warrant liabilities at September 30, 2021 $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Nov. 20, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Proceeds from issuance of common stock | $ 172,500,000 | ||
Share redemption price per share | $ 10 | ||
Investments maturity period | 185 days | ||
Share price | $ 10 | $ 10 | |
Minimum net tangible assets required for business combination | $ 5,000,001 | ||
Percentage of threshold on redemption of public shares | 15% | ||
Percentage of shares redeemed on non completion of business combination | 100% | ||
Minimum period required for completion of business combination from the date of closing IPO | 24 months | ||
Maximum expected dissolution expense | $ 100,000 | ||
Operating bank accounts | 36,000 | ||
Working capital | 837,000 | ||
Working capital loan outstanding | $ 0 | $ 0 | |
IPO [Member] | |||
Stock issued during period shares, new issues | 17,250,000 | ||
Sale of stock price per share | $ 10 | ||
Gross proceeds from initial public offering | $ 172,500,000 | ||
Offering costs | 10,200,000 | ||
Deferred underwriting commissions | $ 6,000,000 | ||
Over-Allotment Option [Member] | |||
Stock issued during period shares, new issues | 2,250,000 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Class of warrants or rights number of warrants issued during the period | 3,633,333 | 3,633,333 | |
Class of warrants or rights exercise price of warrrant | $ 1.5 | $ 1.5 | |
Gross proceeds from issue of warrants | $ 5,500,000 | $ 5,500,000 | |
Sponsor [Member] | |||
Proceeds from related party to meet expense | 25,000 | ||
Proceeds from related party debt | $ 300,000 | ||
Minimum [Member] | |||
Percentage of fair value of net assets held in trust account | 80% | ||
Minimum [Member] | Business Combination [Member] | |||
Business acquisition, percentage of voting interests acquired | 50% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash equivalents | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits, income tax penalities and interests accrued | 0 | $ 0 |
Cash, FDIC insured amount | $ 250,000 | |
Common Class A [Member] | ||
Temporary equit, shares outstanding | 17,250,000 | 17,250,000 |
Class of warrant or right issued during the period shares | 9,383,333 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Net Income (loss) Per Share Ordinary Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common Class A [Member] | ||||
Numerator | ||||
Allocation of net income (loss) | $ 1,161,624 | $ 2,594,414 | $ 4,008,703 | $ 3,182,663 |
Denominator: | ||||
Basic weighted average ordinary shares outstanding | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 |
Diluted weighted average ordinary shares outstanding | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 |
Basic net income per ordinary share | $ 0.07 | $ 0.15 | $ 0.23 | $ 0.18 |
Diluted net income per ordinary share | $ 0.07 | $ 0.15 | $ 0.23 | $ 0.18 |
Common Class B [Member] | ||||
Numerator | ||||
Allocation of net income (loss) | $ 290,406 | $ 648,604 | $ 1,002,176 | $ 795,666 |
Denominator: | ||||
Basic weighted average ordinary shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 |
Diluted weighted average ordinary shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 |
Basic net income per ordinary share | $ 0.07 | $ 0.15 | $ 0.23 | $ 0.18 |
Diluted net income per ordinary share | $ 0.07 | $ 0.15 | $ 0.23 | $ 0.18 |
INITIAL PUBLIC OFFERING - Addit
INITIAL PUBLIC OFFERING - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Nov. 20, 2020 | Dec. 31, 2021 | Sep. 30, 2022 | |
Disclosure Of Initial Public Offering [Line Items] | |||
Share price | $ 10 | $ 10 | |
Public Warrants [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Class of warrants or rights exercise price of warrrant | $ 11.5 | ||
Common stock conversion basis | Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share | ||
Common Class A [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Gross proceeds from initial public offering | $ 172,500,000 | ||
Share price | $ 0.001 | ||
Class of warrants or rights exercise price of warrrant | $ 11.5 | ||
Common stock conversion basis | Each Unit consists of one Class A ordinary share, par value $0.001 per share and one-third of one redeemable warrant (each, a “Public Warrant”). | ||
IPO [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Stock issued during period shares, new issues | 17,250,000 | ||
Sale of stock price per share | $ 10 | ||
Gross proceeds from initial public offering | $ 172,500,000 | ||
Offering costs | 10,200,000 | ||
Deferred underwriting commissions | $ 6,000,000 | ||
Over-Allotment Option [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Stock issued during period shares, new issues | 2,250,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 20, 2020 | Sep. 17, 2020 | Jan. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Share price | $ 10 | $ 10 | ||||
Number of trading days | 20 days | |||||
Expenses from transaction with related party | $ 290,000 | $ 247,000 | ||||
Borrowings under working capital loans | $ 0 | $ 0 | ||||
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 562,500 | |||||
Percentage of shareholding | 20% | |||||
Private Placement Warrants [Member] | Private Placement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class of warrants or rights number of warrants issued during the period | 3,633,333 | 3,633,333 | ||||
Class of warrants or rights exercise price of warrant | $ 1.5 | $ 1.5 | ||||
Gross proceeds from issue of warrants | $ 5,500,000 | $ 5,500,000 | ||||
Class of warrants or rights lock in period | 30 days | |||||
Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 0.001 | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Class of warrants or rights exercise price of warrant | 11.5 | |||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument face value | $ 300,000 | $ 300,000 | $ 300,000 | |||
Working capital loans convertible into warrants | $ 1,500,000 | |||||
Debt instrument conversion price per unit | $ 1.5 | |||||
Sponsor [Member] | Advisory Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Time within which the amount is payable to related party from the date of consummation of business combination | 30 days | |||||
Sponsor [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares transferred and not subject to forfeiture | 43,125 | |||||
Sponsor [Member] | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during the period value for services | $ 25,000 | |||||
Share price | $ 0.006 | |||||
Stock issued during the period shares for services | 4,312,500 | |||||
Common stock par or stated value per share | $ 0.0001 | |||||
Sponsor [Member] | Common Class B [Member] | One Hundred and Fifty Days After the Completion of Business Combination [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 12 | |||||
Number of trading days | 20 days | |||||
Number of trading days for determining the share price | 30 days | |||||
Common stock shares lock in period | 150 days |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) $ / shares in Units, $ in Millions | Sep. 30, 2022 USD ($) $ / shares |
IPO [Member] | |
Deferred underwriting discount per unit | $ / shares | $ 0.2 |
Deferred underwriting commission payable | $ | $ 3.5 |
Over-Allotment Option [Member] | |
Deferred underwriting discount per unit | $ / shares | $ 0.35 |
Deferred underwriting commission payable | $ | $ 6 |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES - Additional Information (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Nov. 20, 2020 | |
Period within which registration shall be carried out with Securities Exchange Commission | 20 days | ||
Period within which registration shall be effecitive | 60 days | ||
Warrants expiration terms | 5 years | ||
Public shares, Price per share | $ 10 | $ 10 | |
Aggregate gross proceeds percentage to equity proceeds | 60% | ||
Number of days determining warrants exercise price | 20 days | ||
Warrant [Member] | |||
Warrants , Exercise price per warrant | $ 11.5 | ||
Warrants, Exercise price percentage | 115% | ||
Warrant, Price per warrant | $ 0.1 | ||
Notice of redemption, Terms | 30 days | ||
Warrant [Member] | Share Price Equals Or Exceeds 10 USD [Member] | |||
Warrants, Exercise price percentage | 100% | ||
Warrant [Member] | Share Price Less Than 18 USD [Member] | |||
Warrants, Exercise price percentage | 180% | ||
Common Class A [Member] | |||
Warrants , Exercise price per warrant | $ 11.5 | ||
Public shares, Price per share | 0.001 | ||
Common Class A [Member] | Share Price Less Than 9.20 USD [Member] | |||
Public shares, Price per share | 9.2 | ||
Common Class A [Member] | Share Price Below 9.20 USD [Member] | |||
Public shares, Price per share | 9.2 | ||
Common Class A [Member] | Share Price Equals Or Exceeds 10 USD [Member] | |||
Public shares, Price per share | 10 | ||
Common Class A [Member] | Share Price Equals Or Exceeds 10 USD [Member] | Share Price Triggering Warrant Redemption [Member] | |||
Public shares, Price per share | 10 | ||
Common Class A [Member] | Share Price Equals Or Exceeds 18 USD [Member] | |||
Public shares, Price per share | 18 | ||
Common Class A [Member] | Share Price Less Than 18 USD [Member] | |||
Public shares, Price per share | 18 | ||
Common Class A [Member] | Share Price Less Than 18 USD [Member] | Share Price Triggering Warrant Redemption [Member] | |||
Public shares, Price per share | $ 18 | ||
Common Class A [Member] | Warrant [Member] | |||
Number of days warrants including Class A shares cannot be transferred, assigned or sold | 30 days | ||
Public Warrants [Member] | |||
Warrants, Outstanding | 5,750,000 | 5,750,000 | |
Period after which Public Warrants will become exercisable | 30 days | ||
Period within which registration shall be carried out with Securities Exchange Commission | 12 days | ||
Warrants , Exercise price per warrant | $ 11.5 | ||
Number of days determining warrants exercise price | 30 days | ||
Warrant, Price per warrant | $ 0.01 | ||
Notice of redemption, Terms | 30 days | ||
Number of consecutive trading days determining redemption of warrants | 20 days | ||
Private Placement Warrants [Member] | |||
Warrants, Outstanding | 3,633,333 | 3,633,333 |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION - Additional Information (Detail) - Common Class A [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, No Par Value | $ 0.0001 | |
Common Stock, Voting Rights | one | |
Temporary Equity, Shares Outstanding | 17,250,000 | 17,250,000 |
CLASS A ORDINARY SHARES SUBJE_4
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION - Summary of Temporary Equity (Detail) - 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 | |
Temporary Equity [Line Items] | |||||
Fair value of Public Warrants at issuance | $ 844,500 | $ 3,753,330 | $ 4,597,830 | $ 5,196,670 | |
Common Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Fair value of Public Warrants at issuance | $ (6,531,260) | ||||
Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Gross proceeds | 172,500,000 | ||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (9,769,025) | ||||
Accretion on Class A ordinary shares subject to possible redemption amount | 1,033,865 | 16,300,285 | |||
Class A ordinary shares subject to possible redemption | $ 173,533,865 | $ 173,533,865 | $ 172,500,000 |
SHAREHOLDERS' DEFICIT - Additio
SHAREHOLDERS' DEFICIT - Additional Information (Detail) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, threshold percentage on conversion of shares | 20% | |
Common Class A [Member] | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stocks shares issued | 17,250,000 | 17,250,000 |
Common stock, shares, outstanding | 17,250,000 | 17,250,000 |
Common Class B [Member] | ||
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stocks shares issued | 4,312,500 | 4,312,500 |
Common stock, shares, outstanding | 4,312,500 | 4,312,500 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Increase And Decrease In Fair Value Of The Warrant Liabilities | $ 845,000,000,000 | $ 3,800,000 | $ 4,600,000 | $ 5,200,000 |
Fair value transfer between levels | $ 0 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Assets: | |||
Assets held in trust | $ 494 | ||
Quoted Prices in Active Markets (Level 1) [Member] | |||
Assets: | |||
Assets held in trust | 2,394 | $ 172,535,823 | [1] |
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value, Recurring [Member] | |||
Assets: | |||
Assets held in trust | 173,631,471 | ||
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | 0 | 2,990,000 | |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | 172,500 | ||
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | $ 109,000 | $ 1,889,330 | |
[1]Excludes $494 of cash balance held within the Trust Account. |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) | Sep. 30, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Assets held in trust | $ 494 |
FAIR VALUE MEASUREMENTS - Sum_3
FAIR VALUE MEASUREMENTS - Summary of Fair Value of the Level 3 Derivative Warrant Liabilities (Detail) - Warrant [Member] - USD ($) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative warrant liabilities at December 31, 2020 | $ 3,996,670 | $ 12,234,170 | $ 12,234,170 |
Change in fair value of derivative warrant liabilities | 181,660 | (795,070) | |
Transfer of Public Warrants out of level 3 | (7,442,430) | ||
Transfer of Private Warrants out of Level 3 to Level 2 | $ (4,178,330) | ||
Derivative warrant liabilities at March 31, 2021 | $ 4,178,330 | $ 3,996,670 |