Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-39751 | |
Entity Registrant Name | HIGHLAND TRANSCEND PARTNERS I CORP. | |
Entity Central Index Key | 0001828817 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 777 Arthur Godfrey Road # 202 | |
Entity Address, City or Town | Miami Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33140 | |
City Area Code | 617 | |
Local Phone Number | 401-4015 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Class A Ordinary Shares | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | HTPA | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 30,000,000 | |
Class B Ordinary Shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 7,500,000 | |
Redeemable Warrants | ||
Document and Entity Information | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | HTPA.W | |
Security Exchange Name | NYSE | |
Units | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | HTPA.U | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 115,857 | $ 469,836 |
Prepaid expenses and other assets | 97,333 | 489,166 |
Total Current Assets | 213,190 | 959,002 |
Investments held in Trust Account | 301,914,795 | 300,120,586 |
TOTAL ASSETS | 302,127,985 | 301,079,588 |
Current liabilities | ||
Accounts payable and accrued expenses | 4,946,982 | 3,368,570 |
Promissory note - related party | 700,000 | 700,000 |
Total Current Liabilities | 5,646,982 | 4,068,570 |
Warrant liabilities | 613,333 | 24,533,333 |
Deferred underwriting fee payable | 10,500,000 | 10,500,000 |
Total Liabilities | 16,760,315 | 39,101,903 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 30,000,000 shares at $10.06 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively | 301,914,795 | 300,000,000 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Accumulated deficit | (16,547,875) | (38,023,065) |
Total Shareholders' Deficit | (16,547,125) | (38,022,315) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS' DEFICIT | 302,127,985 | 301,079,588 |
Class A Ordinary Shares | ||
Shareholders' Deficit | ||
Ordinary shares | ||
Class A ordinary shares subject to possible redemption | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 30,000,000 shares at $10.06 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively | 301,914,795 | 300,000,000 |
Class B Ordinary Shares | ||
Shareholders' Deficit | ||
Ordinary shares | $ 750 | $ 750 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, issued (in shares) | 0 | 0 |
Preference shares, outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, issued (in shares) | 0 | 0 |
Ordinary shares, outstanding (in shares) | 0 | 0 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary shares subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares subject to possible redemption (in shares) | 30,000,000 | 30,000,000 |
Class A ordinary shares subject to possible redemption, redemption price (in dollars per share) | $ 10.06 | $ 10 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, issued (in shares) | 7,500,000 | 7,500,000 |
Ordinary shares, outstanding (in shares) | 7,500,000 | 7,500,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Loss from operations | ||||
General and administrative expenses | $ 238,121 | $ 1,998,268 | $ 2,324,224 | $ 3,279,854 |
Loss from operations | (238,121) | (1,998,268) | (2,324,224) | (3,279,854) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | 1,380,000 | (6,080,000) | 23,920,000 | (5,873,334) |
Interest earned on investments held in Trust Account | 1,594,624 | 7,401 | 1,794,209 | 98,523 |
Total other income (expense), net | 2,974,624 | (6,072,599) | 25,714,209 | (5,774,811) |
Net income (loss) | $ 2,736,503 | $ (8,070,867) | $ 23,389,985 | $ (9,054,665) |
Class A Ordinary Shares | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.07 | $ (0.22) | $ 0.62 | $ (0.24) |
Diluted weighted average shares outstanding (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 |
Diluted net income (loss) per share (in dollars per share) | $ 0.07 | $ (0.22) | $ 0.62 | $ (0.24) |
Class B Ordinary Shares | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.07 | $ (0.22) | $ 0.62 | $ (0.24) |
Diluted weighted average shares outstanding (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 |
Diluted net income (loss) per share (in dollars per share) | $ 0.07 | $ (0.22) | $ 0.62 | $ (0.24) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Common Stock Class B Ordinary Shares | Accumulated Deficit | Total |
Balance - beginning at Dec. 31, 2020 | $ 791 | $ (26,278,018) | $ (26,277,227) |
Balance - beginning (in shares) at Dec. 31, 2020 | 7,906,250 | ||
Increase (Decrease) in Stockholders' Equity | |||
Forfeiture of Founder Shares | $ (41) | 41 | |
Forfeiture of Founder Shares (in shares) | (406,250) | ||
Net income (loss) | (2,858,829) | (2,858,829) | |
Balance - ending at Mar. 31, 2021 | $ 750 | (29,136,806) | (29,136,056) |
Balance - ending (in shares) at Mar. 31, 2021 | 7,500,000 | ||
Balance - beginning at Dec. 31, 2020 | $ 791 | (26,278,018) | (26,277,227) |
Balance - beginning (in shares) at Dec. 31, 2020 | 7,906,250 | ||
Increase (Decrease) in Stockholders' Equity | |||
Net income (loss) | (9,054,665) | ||
Balance - ending at Sep. 30, 2021 | $ 750 | (35,332,642) | (35,331,892) |
Balance - ending (in shares) at Sep. 30, 2021 | 7,500,000 | ||
Balance - beginning at Mar. 31, 2021 | $ 750 | (29,136,806) | (29,136,056) |
Balance - beginning (in shares) at Mar. 31, 2021 | 7,500,000 | ||
Increase (Decrease) in Stockholders' Equity | |||
Net income (loss) | 1,875,031 | 1,875,031 | |
Balance - ending at Jun. 30, 2021 | $ 750 | (27,261,775) | (27,261,025) |
Balance - ending (in shares) at Jun. 30, 2021 | 7,500,000 | ||
Increase (Decrease) in Stockholders' Equity | |||
Net income (loss) | (8,070,867) | (8,070,867) | |
Balance - ending at Sep. 30, 2021 | $ 750 | (35,332,642) | (35,331,892) |
Balance - ending (in shares) at Sep. 30, 2021 | 7,500,000 | ||
Balance - beginning at Dec. 31, 2021 | $ 750 | (38,023,065) | (38,022,315) |
Balance - beginning (in shares) at Dec. 31, 2021 | 7,500,000 | ||
Increase (Decrease) in Stockholders' Equity | |||
Net income (loss) | 19,001,811 | 19,001,811 | |
Balance - ending at Mar. 31, 2022 | $ 750 | (19,021,254) | (19,020,504) |
Balance - ending (in shares) at Mar. 31, 2022 | 7,500,000 | ||
Balance - beginning at Dec. 31, 2021 | $ 750 | (38,023,065) | (38,022,315) |
Balance - beginning (in shares) at Dec. 31, 2021 | 7,500,000 | ||
Increase (Decrease) in Stockholders' Equity | |||
Net income (loss) | 23,389,985 | ||
Balance - ending at Sep. 30, 2022 | $ 750 | (16,547,875) | (16,547,125) |
Balance - ending (in shares) at Sep. 30, 2022 | 7,500,000 | ||
Balance - beginning at Mar. 31, 2022 | $ 750 | (19,021,254) | (19,020,504) |
Balance - beginning (in shares) at Mar. 31, 2022 | 7,500,000 | ||
Increase (Decrease) in Stockholders' Equity | |||
Accretion for Class A ordinary shares to redemption amount | (320,171) | (320,171) | |
Net income (loss) | 1,651,671 | 1,651,671 | |
Balance - ending at Jun. 30, 2022 | $ 750 | (17,689,754) | (17,689,004) |
Balance - ending (in shares) at Jun. 30, 2022 | 7,500,000 | ||
Increase (Decrease) in Stockholders' Equity | |||
Accretion for Class A ordinary shares to redemption amount | (1,594,624) | (1,594,624) | |
Net income (loss) | 2,736,503 | 2,736,503 | |
Balance - ending at Sep. 30, 2022 | $ 750 | $ (16,547,875) | $ (16,547,125) |
Balance - ending (in shares) at Sep. 30, 2022 | 7,500,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||||||
Net income (loss) | $ 2,736,503 | $ 19,001,811 | $ (8,070,867) | $ (2,858,829) | $ 23,389,985 | $ (9,054,665) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Change in fair value of warrant liabilities | (23,920,000) | 5,873,334 | ||||
Interest earned on investments held in Trust Account | (1,594,624) | (7,401) | (1,794,209) | (98,523) | ||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 391,833 | 387,864 | ||||
Accounts payable and accrued expenses | 1,578,412 | 2,386,323 | ||||
Net cash used in operating activities | (353,979) | (505,667) | ||||
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||||||
Proceeds from promissory note - related party | 700,000 | |||||
Net cash provided by financing activities | 700,000 | |||||
Net Change in Cash | (353,979) | 194,333 | ||||
Cash - Beginning of period | $ 469,836 | $ 459,749 | 469,836 | 459,749 | ||
Cash - End of period | $ 115,857 | $ 654,082 | $ 115,857 | 654,082 | ||
Non-Cash Investing and Financing Activities: | ||||||
Forfeiture of Founder Shares | $ (41) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Highland Transcend Partners I Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 12, 2020. The Company was incorporated 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 (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from October 12, 2020 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (“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 a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on December 2, 2020. On December 7, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Highland Transcend Partners, LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 4. Transaction costs amounted to $17,017,977, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $517,977 of other offering costs. Following the closing of the Initial Public Offering on December 7, 2020, an amount of $300,000,000 ($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”), and are 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 any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the 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 the 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, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 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 and the Company does not decide to hold a shareholder vote for business or other legal 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 Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder 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 the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 7, 2022 to consummate a Business Combination (the “Combination Period”). However, 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 The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, 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 6) 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 value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than 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 amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and 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”). 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 (other than the Company’s independent registered public accounting firm), prospective target 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. On September 8, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “Merger Agreement”) with Picasso Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of the Company (“Blocker Merger Sub I”), Picasso Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of the Company (“Blocker Merger Sub II” and together with Blocker Merger Sub I, the “Blocker Merger Subs”), Picasso Merger Sub III, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company (“Company Merger Sub”, and together with the Company and the Blocker Merger Subs, the “HTP Parties”), Carlyle Partners VII Pacer Holdings, L.P., a Delaware limited partnership (“Pacer Holdings”), CP VII Pacer Corp., a Delaware corporation (“Pacer Corp. Blocker”), CP VII Pacer EU L.P., a Delaware limited partnership (“Pacer L.P. Blocker” and together with Pacer Corp. Blocker, the “Blockers” and the Blockers, together with Pacer Holdings, the “Blocker Parties”), Packable Holdings, LLC, a Delaware limited liability company formerly known as Entourage Commerce, LLC (“Packable”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of the Packable equity holders (the “Holder Representative”). The HTP Parties, the Blocker Parties, the GPI Parties and Packable are collectively referred to herein as the “Parties”. On March 24, 2022, the Parties entered into a Termination and Release Agreement (the “Termination Agreement”), pursuant to which the Company and Packable mutually agreed to terminate the Merger Agreement effective immediately. Except as otherwise set forth in the Termination Agreement, none of the Parties shall have any further liability thereunder upon termination of the Merger Agreement and other ancillary agreements. Pursuant to the Termination Agreement, the Company will be entitled to receive an amount of cash equal to $2,000,000 upon the earliest to occur of (a) the completion of the redemption of all outstanding Class A ordinary shares (the “Wind-Up Event”), (b) a Change of Control (as defined in the Termination Agreement) and (c) the first closing of qualifying financing transactions following the date hereof in which Packable and certain of its subsidiaries collectively receive at least $140 million of new money proceeds in the aggregate. The Company will also be entitled to receive convertible promissory notes with an aggregate principal amount equal to $8,000,000 having the same terms and in substantially the same form as the Convertible Notes (as defined in the Merger Agreement) (the “Convertible Note Consideration”) upon the earlier to occur of (i) a Wind-Up Event and (ii) the closing of a business combination by the Company; provided that, if such closing of a business combination by the Company involves a counterparty that is reasonably determined by the board of directors of Packable to be a competitor of Packable, then the Convertible Note Consideration will instead be delivered to the Company upon the earlier to occur of (x) a Change of Control and (y) a qualified public offering of Packable. As of September 30, 2022, the Company does not believe they will receive the cash equal to $2,000,000 as described above as Packable has not bet the $140 million new money proceeds, and has filed bankruptcy at this time, therefore no receivable has been recorded for the period. Liquidity and Going Concern As of September 30, 2022, the Company had cash of $115,857, and a working capital deficiency of $5,433,792. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 7, 2022, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raise substantial doubt about the Company’s ability to continue as a going concern. The Company has determined that a Business Combination will not be consummated within the Combination Period, so there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 7, 2022. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. However, the Working Capital Loans, as defined in Note 5, will provide additional flexibility to continue our identification and pursuit of potential business combination targets. Over this time period, the Company will be using available funds, including those from the Working Capital Loans, for the purpose of paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on April 4, 2022. 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 periods. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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 Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. 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 condensed consolidated financial statements and the reported amounts of revenue 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 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. 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. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. When the Company’s investments held in the Trust Account are comprised of U.S. Treasury and equivalent securities, they are as held-to maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts. 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 Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our condensed consolidated statements of operations. The Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 9). 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 ordinary shares feature certain redemption rights that are 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 Company’s 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. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption, December 31, 2021 300,000,000 Plus: Accretion of carrying value to redemption value 1,914,795 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 301,914,795 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity upon the completion of the Initial Public Offering. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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 accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. 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. 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. As of September 30, 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 and basic net loss per ordinary share for the periods presented are not the same and are separately stated. 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 15,333,333 Class A ordinary shares in the aggregate. For the three and nine months ended September 30, 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 September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 2,189,202 $ 547,301 $ (6,456,694) $ (1,614,173) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $ (0.22) $ (0.22) For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 18,711,988 $ 4,677,997 $ (7,243,732) $ (1,810,933) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per ordinary share $ 0.62 $ 0.62 $ (0.24) $ (0.24) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts 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, excluding the warrant liability which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). Recent Accounting Standards 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 condensed consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000, in a private placement. 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 8). A portion of the proceeds from the Private Placement Warrants were 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 21, 2020, the Sponsor surrendered 1,437,500 Class B ordinary shares. On November 30, 2020, the Sponsor transferred an aggregate of 120,000 Class B ordinary shares to certain of its directors and an aggregate of 30,000 Class B ordinary shares to certain third-party advisors. On December 2, 2020, the Company effected a share dividend whereby the Company issued 718,750 Class B ordinary shares, resulting in an aggregate of 7,906,250 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation and share dividend. The Founder Shares include an aggregate of up to 406,250 Class B ordinary shares that remain subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares will collectively represent 20.0% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On January 21, 2021, the option to exercise the remaining over-allotment balance expired unexercised and 406,250 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares issued and outstanding The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 7, 2020 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor or an affiliate a monthly fee of $15,000 for office space, utilities, secretarial and administrative services. For the three and nine months ended September 30, 2022 and 2021, the Company incurred and paid $45,000 , $135,000 , $45,000 and $135,000 in fees for these services, respectively. 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans. Promissory Note — Related Party On September 20, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $700,000. The Promissory Note is interest bearing at 0.17% compounded annually and payable on the earlier of a consummation of a Business Combination or December 7, 2022, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The amount outstanding under the Promissory Note is $700,000 as of September 30, 2022 and December 31, 2021. Due From Sponsor The Company paid expenses on behalf of the Sponsor related to the partnership tax returns, which will need to be repaid at the earlier of a Business Combination or December 7, 2022. The amount due from Sponsor is $11,083 and $9,458 as of September 30, 2022 and December 31, 2021, respectively, and is included in prepaid expenses in the accompanying condensed consolidated balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed consolidated financial statements 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 these condensed consolidated financial statements. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on December 2, 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 and warrants that may be issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. 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” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters partially exercised their over-allotment to purchase an additional 2,500,000 Units at $10.00 per Unit. The remaining over-allotment option to purchase 1,625,000 Units expired unexercised on January 21, 2021. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 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. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares Class B Ordinary Shares 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. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Company Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
WARRANT LIABILITIES | |
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES As of September 30, 2022 and December 31, 2021, 10,000,000 Public Warrants and 5,333,333 Private Placement Warrants, were outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable 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 or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the ninetieth (60th) business day after the closing of a 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. Notwithstanding the above, if the Company 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, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30 - day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 - trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . ● 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 based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equal or exceeds $10.00 per public share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. 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 securities for capital raising purposes in connection with the closing of a 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 Company’s 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) (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 $10.00 and $18.00 per share redemption trigger price 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 Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. 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. At September 30, 2022, assets held in the Trust Account were comprised of $301,914,795 in a Money Market fund that invests primarily in U.S. Treasury securities. Through 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 $300,120,586 in a Money Market fund that invests primarily in U.S. Treasury securities. Through December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2022 Level December 31, 2021 Assets: Investments held in Trust Account 1 $ 301,914,795 1 $ 300,120,586 Liabilities: Warrant Liability – Public Warrants 2 $ 400,000 1 $ 16,000,000 Warrant Liability – Private Placement Warrants 2 $ 213,333 2 $ 8,533,333 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations. The Public Warrants were valued using public share prices. The Private Placement Warrants were valued using public share prices, which is considered to be a Level 2 fair value measurement. The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement during the three and nine months ended September 30, 2022 was $400,000. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated 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 unaudited condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on April 4, 2022. 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 periods. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
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 Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. 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 condensed consolidated financial statements and the reported amounts of revenue 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 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. |
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. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. When the Company’s investments held in the Trust Account are comprised of U.S. Treasury and equivalent securities, they are as held-to maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts. |
Warrant Liabilities | 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 Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our condensed consolidated statements of operations. The Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 9). |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 ordinary shares feature certain redemption rights that are 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 Company’s 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. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption, December 31, 2021 300,000,000 Plus: Accretion of carrying value to redemption value 1,914,795 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 301,914,795 |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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 | Net income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. 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. 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. As of September 30, 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 and basic net loss per ordinary share for the periods presented are not the same and are separately stated. 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 15,333,333 Class A ordinary shares in the aggregate. For the three and nine months ended September 30, 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 September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 2,189,202 $ 547,301 $ (6,456,694) $ (1,614,173) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $ (0.22) $ (0.22) For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 18,711,988 $ 4,677,997 $ (7,243,732) $ (1,810,933) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per ordinary share $ 0.62 $ 0.62 $ (0.24) $ (0.24) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts 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, excluding the warrant liability which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards 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 condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciled class a ordinary shares reflected in condensed balance sheets | At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption, December 31, 2021 300,000,000 Plus: Accretion of carrying value to redemption value 1,914,795 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 301,914,795 |
Schedule of basic and diluted net loss per ordinary share | 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 September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 2,189,202 $ 547,301 $ (6,456,694) $ (1,614,173) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $ (0.22) $ (0.22) For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 18,711,988 $ 4,677,997 $ (7,243,732) $ (1,810,933) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per ordinary share $ 0.62 $ 0.62 $ (0.24) $ (0.24) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities measured at fair value on recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2022 Level December 31, 2021 Assets: Investments held in Trust Account 1 $ 301,914,795 1 $ 300,120,586 Liabilities: Warrant Liability – Public Warrants 2 $ 400,000 1 $ 16,000,000 Warrant Liability – Private Placement Warrants 2 $ 213,333 2 $ 8,533,333 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 9 Months Ended | 12 Months Ended | |
Dec. 07, 2020 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) item shares | Dec. 31, 2021 USD ($) | |
Description of Organization and Business Operations | |||
Gross proceeds | $ 300,000,000 | $ 300,000,000 | |
Transaction costs | 17,017,977 | ||
Underwriting fees | 6,000,000 | ||
Deferred underwriting fees | 10,500,000 | $ 10,500,000 | 10,500,000 |
Other offering costs | 517,977 | ||
Cash deposited in Trust Account | $ 300,000,000 | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | ||
Period of prior to completion of the Business Combination | 2 days | ||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Percentage of Public Shares that can be redeemed without prior consent | 15% | ||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||
Cash | $ 115,857 | $ 469,836 | |
working capital deficiency | 5,433,792 | ||
Termination and Release Agreement | |||
Description of Organization and Business Operations | |||
Merger agreement cash receivable on termination | 2,000,000 | ||
Long-term debt, Gross | $ 8,000,000 | ||
Minimum | |||
Description of Organization and Business Operations | |||
Number of operating businesses included in initial Business Combination | item | 1 | ||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80% | ||
Post-transaction ownership percentage of the target business | 50% | ||
Minimum | Termination and Release Agreement | |||
Description of Organization and Business Operations | |||
Proceeds from qualifying financing transactions | $ 140,000,000 | ||
Maximum | |||
Description of Organization and Business Operations | |||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||
Class A Ordinary Shares | |||
Description of Organization and Business Operations | |||
Number of warrants issued | shares | 15,333,333 | ||
Initial Public Offering | |||
Description of Organization and Business Operations | |||
Units issued (in shares) | shares | 30,000,000 | ||
Unit price (in dollars per share) | $ / shares | $ 10 | ||
Over-Allotment Option | |||
Description of Organization and Business Operations | |||
Units issued (in shares) | shares | 2,500,000 | ||
Unit price (in dollars per share) | $ / shares | $ 10 | ||
Private Placement | Private Placement Warrants | |||
Description of Organization and Business Operations | |||
Price per warrant | $ / shares | $ 1.50 | ||
Number of warrants issued | shares | 5,333,333 | ||
Gross proceeds from private placement | $ 8,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and cash equivalents (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reconciled (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 07, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Gross proceeds | $ 300,000,000 | $ 300,000,000 | |
Class A ordinary shares issuance costs | (16,511,195) | ||
Accretion of carrying value to redemption value | $ 1,914,795 | 25,311,195 | |
Class A ordinary share subject to possible redemption | $ 301,914,795 | 300,000,000 | |
Public Warrants | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Proceeds allocated to Public Warrants | $ (8,800,000) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income taxes (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Income taxes | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net income (loss) per ordinary share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net income (Loss) per Ordinary Share | ||||
Antidilutive shares excluded from computation (in shares) | 0 | 0 | 0 | 0 |
Class A Ordinary Shares | ||||
Net income (Loss) per Ordinary Share | ||||
Number of warrants issued | 15,333,333 | 15,333,333 | ||
Numerator: | ||||
Allocation of net income (loss) | $ 2,189,202 | $ (6,456,694) | $ 18,711,988 | $ (7,243,732) |
Denominator: | ||||
Basic weighted average shares outstanding (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 |
Diluted weighted average shares outstanding (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.07 | $ (0.22) | $ 0.62 | $ (0.24) |
Diluted net income (loss) per share (in dollars per share) | $ 0.07 | $ (0.22) | $ 0.62 | $ (0.24) |
Class B Ordinary Shares | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 547,301 | $ (1,614,173) | $ 4,677,997 | $ (1,810,933) |
Denominator: | ||||
Basic weighted average shares outstanding (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 |
Diluted weighted average shares outstanding (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.07 | $ (0.22) | $ 0.62 | $ (0.24) |
Diluted net income (loss) per share (in dollars per share) | $ 0.07 | $ (0.22) | $ 0.62 | $ (0.24) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | Dec. 07, 2020 $ / shares shares |
Public Warrants | |
INITIAL PUBLIC OFFERING | |
Number of warrants per unit | 0.33 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 |
Class A Ordinary Shares | |
INITIAL PUBLIC OFFERING | |
Number of securities called by each Unit (in shares) | 1 |
Class A Ordinary Shares | Public Warrants | |
INITIAL PUBLIC OFFERING | |
Number of shares called by each warrant (in shares) | 1 |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | |
Units issued (in shares) | 30,000,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
Over-Allotment Option | |
INITIAL PUBLIC OFFERING | |
Units issued (in shares) | 2,500,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Dec. 07, 2020 | Sep. 30, 2022 |
Class A Ordinary Shares | ||
Private Placement | ||
Number of warrants issued | 15,333,333 | |
Private Placement Warrants | Private Placement | ||
Private Placement | ||
Number of warrants issued | 5,333,333 | |
Price per warrant | $ 1.50 | |
Proceeds allocated to Public Warrants | $ 8,000,000 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Private Placement Warrants | Private Placement | Class A Ordinary Shares | ||
Private Placement | ||
Number of shares called by each warrant (in shares) | 1 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder shares (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Jan. 21, 2021 | Dec. 02, 2020 | Nov. 30, 2020 | Oct. 21, 2020 | Oct. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares | |||||||
Founder Shares | |||||||
Ordinary shares outstanding (in shares) | 0 | 0 | |||||
Ordinary shares issued (in shares) | 0 | 0 | |||||
Threshold trading days | 20 days | ||||||
Threshold consecutive trading days | 30 days | ||||||
Class A Ordinary Shares | Minimum | |||||||
Founder Shares | |||||||
Share price (in dollars per share) | $ 12 | ||||||
Period after initial Business Combination | 150 days | ||||||
Class B Ordinary Shares | |||||||
Founder Shares | |||||||
Ordinary shares outstanding (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | ||||
Ordinary shares issued (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | ||||
Sponsor | Class B Ordinary Shares | |||||||
Founder Shares | |||||||
Proceeds from issuance of ordinary stock | $ 25,000 | ||||||
Issuance of class b ordinary shares to sponsor (in shares) | 8,625,000 | ||||||
Number of ordinary shares surrendered by sponsor (in shares) | 1,437,500 | ||||||
Ordinary shares outstanding (in shares) | 7,906,250 | ||||||
Stock dividend (in shares) | 718,750 | ||||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20% | ||||||
Forfeiture of Founder Shares (in shares) | 406,250 | ||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | ||||||
Sponsor | Class B Ordinary Shares | Maximum | |||||||
Founder Shares | |||||||
Shares subject to forfeiture (in shares) | 406,250 | ||||||
Directors | Class B Ordinary Shares | |||||||
Founder Shares | |||||||
Issuance of class b ordinary shares to sponsor (in shares) | 120,000 | ||||||
Third-party Advisors | Class B Ordinary Shares | |||||||
Founder Shares | |||||||
Issuance of class b ordinary shares to sponsor (in shares) | 30,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative services agreement (Details) - Sponsor - Administrative Support Agreement - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 07, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Loans | |||||
Monthly administrative service fee | $ 15,000 | ||||
Fees incurred and paid | $ 45,000 | $ 45,000 | $ 135,000 | $ 135,000 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related party loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Loans | ||
Due from Related Parties | $ 11,083 | $ 9,458 |
Working Capital Loans | ||
Related Party Loans | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | |
Conversion price (in dollars per share) | $ 1.50 | |
Borrowings outstanding | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Promissory note - Related party (Details) - USD ($) | Sep. 20, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
RELATED PARTY TRANSACTIONS | |||
Amount outstanding | $ 700,000 | $ 700,000 | |
Sponsor | Promissory Note | |||
RELATED PARTY TRANSACTIONS | |||
Aggregate principal amount | $ 700,000 | ||
Amount outstanding | $ 700,000 | $ 700,000 | |
Interest bearing compounded annually and payable | 0.17% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 9 Months Ended | |||
Jan. 21, 2021 | Dec. 07, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Underwriting Agreement | ||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||
Additional units granted to cover over-allotments (in shares) | 4,125,000 | |||
Underwriter deferred fee (in dollars per share) | $ 0.35 | |||
Deferred underwriting fees | $ 10,500,000 | $ 10,500,000 | $ 10,500,000 | |
Over-Allotment Option | ||||
Underwriting Agreement | ||||
Units issued (in shares) | 2,500,000 | |||
Unit price (in dollars per share) | $ 10 | |||
Number of remaining units expired unexercised (in shares) | 1,625,000 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) | 9 Months Ended | ||
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Jan. 21, 2021 shares | |
Shareholders' Equity | |||
Preference shares, authorized (in shares) | 1,000,000 | 1,000,000 | |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preference shares, issued (in shares) | 0 | 0 | |
Preference shares, outstanding (in shares) | 0 | 0 | |
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | ||
As-converted percentage for Class A common stock after conversion of Class B shares | 20% | ||
Class A Ordinary Shares | |||
Shareholders' Equity | |||
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | ||
Ordinary shares issued (in shares) | 0 | 0 | |
Ordinary shares outstanding (in shares) | 0 | 0 | |
Class A Ordinary Shares Subject to Possible Redemption | |||
Shareholders' Equity | |||
Temporary equity shares issued | 30,000,000 | 30,000,000 | |
Temporary equity shares outstanding | 30,000,000 | 30,000,000 | |
Class B Ordinary Shares | |||
Shareholders' Equity | |||
Ordinary shares, authorized (in shares) | 20,000,000 | 20,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | ||
Ordinary shares issued (in shares) | 7,500,000 | 7,500,000 | 7,500,000 |
Ordinary shares outstanding (in shares) | 7,500,000 | 7,500,000 | 7,500,000 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants | ||
Period to exercise warrants after Business Combination | 30 days | |
Period to exercise warrants after closing of Initial Public Offering | 1 year | |
Period to file registration statement after initial Business Combination | 15 days | |
Period for registration statement to become effective | 60 days | |
Expiration period of warrants | 5 years | |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | |
Class A Ordinary Shares | ||
Warrants | ||
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Ordinary Shares | Minimum | ||
Warrants | ||
Share price (in dollars per share) | $ 12 | |
Redemption of Warrants When Price Equals or Exceeds $18.00 | ||
Warrants | ||
Percentage multiplier | 180% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Redemption period | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 | Class A Ordinary Shares | Minimum | ||
Warrants | ||
Share price (in dollars per share) | $ 18 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 | ||
Warrants | ||
Percentage multiplier | 100% | |
Warrant redemption price (in dollars per share) | $ 0.10 | |
Notice period to redeem warrants | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 | Class A Ordinary Shares | Minimum | ||
Warrants | ||
Share price (in dollars per share) | $ 10 | |
Additional Issue of Common Stock or Equity-Linked Securities | ||
Warrants | ||
Percentage multiplier | 115% | |
Warrant redemption price (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities | Minimum | ||
Warrants | ||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60% | |
Additional Issue of Common Stock or Equity-Linked Securities | Class A Ordinary Shares | ||
Warrants | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Additional Issue of Common Stock or Equity-Linked Securities | Class A Ordinary Shares | Maximum | ||
Warrants | ||
Share price (in dollars per share) | $ 9.20 | |
Public Warrants | ||
Warrants | ||
Class of Warrant or Right, Outstanding | 10,000,000 | 10,000,000 |
Private Placement Warrants | ||
Warrants | ||
Class of Warrant or Right, Outstanding | 5,333,333 | 5,333,333 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Warrant Liability | $ 613,333 | $ 24,533,333 |
Recurring | Level 1 | ||
Assets: | ||
Investments held in Trust Account | 301,914,795 | 300,120,586 |
Recurring | Level 1 | Public Warrants | ||
Liabilities: | ||
Warrant Liability | 16,000,000 | |
Recurring | Level 2 | Public Warrants | ||
Liabilities: | ||
Warrant Liability | 400,000 | |
Recurring | Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Warrant Liability | $ 213,333 | $ 8,533,333 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets held in Trust Account | ||
Money Market Fund held in Trust Account | $ 301,914,795 | $ 300,120,586 |
Public Warrants | ||
Assets held in Trust Account | ||
Transfers from level 1 to level 2 | $ 400,000 |