Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Dec. 21, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. | |
Trading Symbol | EUSG | |
Document Type | 10-K | |
Current Fiscal Year End Date | --10-31 | |
Entity Public Float | $ 43,629,485 | |
Amendment Flag | false | |
Entity Central Index Key | 0001832505 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Oct. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39917 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 73 Arch Street | |
Entity Address, City or Town | Greenwich | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06830 | |
City Area Code | (203) | |
Local Phone Number | 983-4400 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Tax Identification Number | 00-0000000 | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 30,035,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 3,593,750 |
Consolidated Balance Sheet (Aud
Consolidated Balance Sheet (Audited) | Oct. 31, 2021USD ($) |
Current assets | |
Cash | $ 291,467 |
Prepaid expenses | 170,231 |
Total Current Assets | 461,698 |
Non-current assets | |
Prepaid expenses | 37,557 |
Total Non-Current Assets | 37,557 |
Cash and marketable securities held in Trust Account | 143,770,944 |
Total Assets | 144,270,199 |
Current Liabilities | |
Accrued expenses | 2,116,841 |
Convertible promissory note- related party | 185,000 |
Total Current Liabilities | 2,301,841 |
Warrant liability | 8,093,750 |
Total Liabilities | 10,395,591 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption; 14,375,000 shares at redemption value | 143,770,944 |
Shareholders’ Deficit | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Class A ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 60,000 issued and outstanding (excluding 14,375,000 shares subject to possible redemption) | 6 |
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 3,593,750 issued and outstanding | 359 |
Additional paid-in capital | |
Accumulated deficit | (9,896,701) |
Total Shareholders’ Deficit | (9,896,336) |
Total Liabilities and Shareholders’ Deficit | $ 144,270,199 |
Consolidated Balance Sheet (A_2
Consolidated Balance Sheet (Audited) (Parentheticals) | Oct. 31, 2021$ / sharesshares |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 |
Preference shares, shares issued | |
Preference shares, shares outstanding | |
Class A Ordinary Shares | |
Ordinary shares, possible redemption (in Dollars per share) | $ / shares | $ 14,375,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 |
Ordinary shares, shares issued | 60,000 |
Ordinary shares, shares outstanding | 60,000 |
Class B Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 10,000,000 |
Ordinary shares, shares issued | 3,593,750 |
Ordinary shares, shares outstanding | 3,593,750 |
Consolidated Statements of Oper
Consolidated Statements of Operations | 12 Months Ended |
Oct. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation and operational costs | $ 2,882,577 |
Loss from operations | (2,882,557) |
Other income (expense): | |
Change in fair value of warrant liability | (4,681,250) |
Change in fair value of convertible note | (85,000) |
Transaction costs allocable to warrant liability | (23,219) |
Interest earned on marketable securities held in Trust Account | 20,944 |
Other loss, net | (4,768,525) |
Net loss | $ (7,651,102) |
Basic and diluted weighted average shares outstanding, Class A ordinary shares (in Shares) | shares | 11,492,994 |
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share) | $ / shares | $ (0.51) |
Basic and diluted weighted average shares outstanding, Class B ordinary shares (in Shares) | shares | 3,497,045 |
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share) | $ / shares | $ (0.51) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Deficit (Audited) - 12 months ended Oct. 31, 2021 - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid-in Capital | (Accumulated Deficit) Retained Earnings | Total |
Balance at Nov. 09, 2020 | |||||
Balance (in Shares) at Nov. 09, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor | $ 359 | 24,641 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 3,593,750 | ||||
Remeasurement adjustment for Class A ordinary shares to redemption amount | (1,587,135) | (2,224,655) | (3,811,790) | ||
Proceeds received in excess of fair value of Private Placement Warrants, net of warrant liability | 962,500 | 962,500 | |||
Issuance of Representative Shares | $ 6 | 599,994 | 600,000 | ||
Issuance of Representative Shares (in Shares) | 60,000 | ||||
Change in Remeasurement for Class A ordinary shares to redemption amount | (20,944) | (20,994) | |||
Net loss | (7,651,102) | (7,651,102) | |||
Balance at Oct. 31, 2021 | $ 6 | $ 359 | $ (9,896,701) | $ (9,896,336) | |
Balance (in Shares) at Oct. 31, 2021 | 60,000 | 3,593,750 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows | 12 Months Ended |
Oct. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (7,651,102) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Payment of formation costs through issuance of Class B ordinary shares | 5,000 |
Interest earned on marketable securities held in Trust Account | (20,944) |
Change in fair value of warrant liability | 4,681,250 |
Change in fair value of convertible note | 85,000 |
Transaction costs allocable to warrant liability | 23,219 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (182,788) |
Accrued expenses | 2,116,841 |
Net cash used in operating activities | (943,524) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (143,750,000) |
Net cash used in investing activities | (143,750,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 140,875,000 |
Proceeds from sale of Private Placement Warrants | 4,375,000 |
Proceeds from promissory note – related party | 134,914 |
Repayment of promissory note – related party | (159,914) |
Proceeds from convertible promissory note - related party | 100,000 |
Payment of offering costs | (340,009) |
Net cash provided by financing activities | 144,984,991 |
Net Change in Cash | 291,467 |
Cash – Beginning | |
Cash – Ending | 291,467 |
Non-cash investing and financing activities: | |
Offering costs included in accrued offering costs | 25,000 |
Issuance of Representative Shares | 600,000 |
Offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | $ 20,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS European Sustainable Growth Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 10, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). On July 26, 2021, Ads-tec Energy Public Limited Company, an Irish public limited company duly incorporated under the laws of Ireland and a wholly owned subsidiary of European Sustainable Growth Acquisition Corp. was formed. The subsidiary was formed for the purpose of being utilized and effecting the merger. This subsidiary was inactive and had no assets, liabilities, activity or operations as of October 31, 2021 and for the period from November 10, 2021 (inception) through October 31, 2021. The Company is not limited to a particular industry or geographic region for purposes of completing 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 October 31, 2021, the Company had not commenced any operations. All activity for the period from November 10, 2020 (inception) through October 31, 2021 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 will generate 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 became effective on January 21, 2021. On January 26, 2021, the Company consummated the Initial Public Offering of 12,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $125,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to LRT Capital1 LLC (the “Sponsor”) and the underwriters of the Initial Public Offering, generating gross proceeds of $4,000,000, which is described in Note 5. Following the closing of the Initial Public Offering on January 26, 2021, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds investing solely in U.S. Treasuries meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier 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. On January 27, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 1,875,000 Units issued for an aggregate amount of $18,750,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 375,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $375,000. A total of $18,750,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $143,750,000. Transaction costs amounted to $3,835,009, consisting of $2,875,000 of underwriting fees and $960,009 of other offering costs. 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 closing of a business combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern Consideration Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 6). The Note was repaid on January 5, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of October 31, 2021 there were no amounts outstanding under any Working Capital Loan. As of December 22, 2021, substantial doubt about our ability to continue as a going concern was alleviated due to the closing of a business combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these 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 October 31, 2021. Marketable Securities Held in Trust Account At October 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury securities. 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 Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At October 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet is reconciled in the following table: Gross Proceeds $ 143,750,000 Less: Proceeds Allocated to Public Warrants Classified as Equity (5,534,375 ) Class A ordinary shares issuance costs (3,811,790 ) Add: Remeasurement of carrying value to redemption value 9,346,165 Current interest in excess of Initial Public Offering proceeds 20,944 Class A ordinary shares subject to possible redemption $ 143,770,944 Convertible Promissory Note The Company accounts for their convertible promissory notes under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for their convertible promissory notes. Using fair value option, the convertible promissory note are required to be recorded at their initial value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss on the consolidated statements of operations. Warrant Liability The Company accounts for the Private Placement Warrants in accordance with the guidance contained in ASC 815-40, under which the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Placement Warrants as liabilities at their fair value and adjusts the Private Placement Warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of October 31, 2021. 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 an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, and the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,562,500 ordinary shares in the aggregate. As of October 31, 2021, the Company did not have any other 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 loss per ordinary share is the same as basic net 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 Period from Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (5,866,167 ) $ (1,784,935 ) Denominator: Basic and diluted weighted average shares outstanding 11,492,994 3,497,045 Basic and diluted net loss per ordinary share $ (0.51 ) $ (0.51 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact of the adoption of ASU 2020-06, but does not believe it will have a material impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Oct. 31, 2021 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 14,375,000 Units, inclusive of 1,875,000 Units sold to the underwriters on January 27, 2021 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). |
Private Placement
Private Placement | 12 Months Ended |
Oct. 31, 2021 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the underwriters of the Initial Public Offering purchased an aggregate of 4,000,000 Private Placement Warrants, of which 3,800,000 Private Placement Warrants purchased by the Sponsor and 200,000 Private Placement Warrants purchased by the underwriters at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $4,000,000) from the Company in a private placement. On January 27, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 375,000 Private Placement Warrants to the Sponsor and the underwriters, of which the Sponsor purchased 356,250 Private Placement Warrants and the underwriters purchased 18,750 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $375,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 10). The proceeds from the sale of the Private Placement Warrants were added to the net 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 held in the Trust Account 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 | 12 Months Ended |
Oct. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 16, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Class B ordinary shares (the “Founder Shares”). In December 2020, the Sponsor directly transferred 70,000 founder shares to an entity controlled by a Company’s director nominee, up to 35,000 of which are subject to repurchase by our sponsor based on the achievement of certain milestones. In December 2020, the Sponsor allocated 100,000 Founder Shares to seven of the Company’s director nominees. The total consideration paid for these shares was $695.67. The Founder Shares include an aggregate of up to 468,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Representative Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on January 27, 2021, no Founder Shares are currently subject to forfeiture. In July 2021, the Company added a new member to the sponsorship and the Sponsor allocated 45,000 Founder Shares, The total consideration paid for these shares was $313.05. The sale or allocation of the Founders Shares to the Company’s director nominees and affiliates of its sponsor group, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 170,000 shares transferred or allocated to the Company’s director nominees and affiliates of its sponsor group in December 2020 was $1,048,900 or $6.17 per share. The fair value of the 45,000 shares allocated to the Company’s director nominee in July 2021 was $323,550 or $7.19 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of October 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until 180 days after the completion of a Business Combination. Administrative Support Agreement The Company entered into an agreement commencing on January 26, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, administrative and support services. For the period from November 11, 2020 (inception) through October 31, 2021, the Company incurred $90,000, of which such amount is included in accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On November 16, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and was payable on the earlier of (i) December 31, 2021 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $159,914 was repaid at the closing of the Initial Public Offering on January 26, 2021. Convertible Promissory Note — Related Party On October 30, 2021, the Company issued 5 Convertible Promissory Notes in the amount of $100,000 each for a total of $500,000 (the “Promissory Notes”). The Promissory Notes are non-interest bearing and payable upon consummation of the Company’s initial Business Combination. At the lender’s discretion, the Promissory Notes may be repayable in warrants of the post Business Combination entity at a price of $1.00 per warrant. At October 31, 2021, there was $100,000 of borrowings under the Promissory Notes. This note was valued using the fair value method. The fair value of the note as of October 31, 2021, was $185,000, which resulted in a change in fair value of the convertible promissory note of $85,000 recorded in the statement of operations for the year ended October 31, 2021 (see Note 9). 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 directors and officers 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 $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. |
Commitments
Commitments | 12 Months Ended |
Oct. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 21, 2021, the holders of the Founder Shares, Representative Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and all underlying securities) will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these Class B ordinary shares are to be released from their transfer restrictions. The holders of a majority of the Representative Shares, Private Warrants and warrants issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The registration rights agreement does not contain liquidated 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 underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,875,000 in the aggregate payable upon the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company engaged the underwriters in the Initial Public Offering as advisors in connection with its Business Combination to assist in holding meetings with the Company’s shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay the underwriters a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). In addition, the Company will pay the underwriters a cash fee in an amount equal to 1.0% of the total consideration payable in the initial business combination if either introduces us to the target business with whom we complete our initial business combination; provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the registration statement of which this prospectus forms a part, unless the Financial Industry Regulatory Authority (“FINRA”) determines that such payment would not be deemed underwriters’ compensation in connection with this offering pursuant to FINRA Rule 5110. Business Combination Agreement On August 10, 2021, the Company, ads-tec Energy plc, an Irish public limited company duly incorporated under the laws of Ireland and a wholly owned subsidiary of the Company (“Irish Holdco”), EUSG II Corporation, an exempted company incorporated in the Cayman Islands with limited liability under company number 379118 and a wholly subsidiary of Irish Holdco (“New SPAC”), Bosch Thermotechnik GmbH, based in Wetzlar and entered in the commercial register of the Wetzlar Local Court under HRB 13 (“Bosch”), ads-tec Holding GmbH, based in Nürtingen, Germany and entered in the commercial register of the Stuttgart Local Court under HRB 224527 (“ADSH”, together with Bosch, the “Sellers” and each individually, a “Seller”), and ads-tec Energy GmbH, based in Nürtingen, Germany and entered in the commercial register of the Stuttgart Local Court under HRB 762810 (“ADSE”), entered into a Business Combination Agreement (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) the Company will merge with and into New SPAC, with New SPAC being the surviving company in such merger (the “SPAC Merger”), (ii) following the SPAC Merger, Bosch will transfer to Irish Holdco, and Irish Holdco will acquire from Bosch certain shares of ADSE in exchange for the Cash Consideration (the “Bosch Acquisition”), and (iii) concurrently with the Bosch Acquisition, the Sellers will transfer as contribution to Irish Holdco, and Irish Holdco shall assume from the Sellers, certain shares of ADSE in exchange for the Share Consideration (the “Share-for-Share Exchange” and, together with the SPAC Merger, the Bosch Acquisition and the other transactions contemplated by the Business Combination Agreement and the Transaction Documents, the “Transactions”). In advance of the entry into the Business Combination Agreement, the Company and Irish Holdco entered into the Subscription Agreements (the “Subscription Agreements”) dated August 10, 2021, with certain qualified institutional buyers and accredited investors (collectively, the “Investors”), pursuant to which, among other things, the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Investors, 15.6 million newly issued ordinary shares of the Company (the “Private Placement”) for gross proceeds of approximately $156 million. The proceeds from the Private Placement will be used to fund a portion of the cash consideration required to effect the Business Combination. The Private Placement is expected to be consummated at least one (1) Business Day prior to the SPAC Merger Effective Time (as defined in the Business Combination Agreement), and the Business Combination is contingent upon, among other things, the closing of the Private Placement. The Subscription Agreements for the PIPE Investors provide for certain registration rights. In particular, Irish Holdco within 30 calendar days following the closing of the Transaction, submit to or file with the Commission a registration statement registering the resale of such shares. Additionally, Irish Holdco will be required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the filing date thereof, (ii) the 90th calendar day following the filing date thereof if the Commission notifies Irish Holdco that it will “review” the registration statement and (iii) the 10th business day after the date Irish Holdco is notified in writing by the Commission that the registration statement will not be “reviewed” or will not be subject to further review. On August 9, 2021 a Sponsor Support Agreement was entered into. Under this agreement each Sponsor Party agrees to vote in favor of the approval and adoption of the Business Combination Agreement. Each Sponsor agrees to waive all rights to redemption, to note sell, assign or transfer any of their Sponsor shares and to execute the Business Combination agreement with no conflict or violation of any laws, ethics, or regulations. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Oct. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of redemptions), excluding the Representative Shares and any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, the underwriters, or any of their respective officers, directors, or other affiliates. Representative Shares In January 2021, the Company issued to the designees of EarlyBirdCapital 60,000 Class A ordinary shares (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of Representative Shares to be $600,000 based upon offering price of the Units of $10.00 per Unit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
Warrants
Warrants | 12 Months Ended |
Oct. 31, 2021 | |
Warrant [Abstract] | |
WARRANTS | NOTE 8. WARRANTS 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 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of Class A ordinary shares issuable upon exercise of the Public Warrants is not effective within 60 business days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the offer and sale of the Class A ordinary shares underlying such warrants. 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 greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that 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 | 12 Months Ended |
Oct. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at October 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level October 31, Assets: Cash and marketable securities held in Trust Account 1 $ 143,770,944 Liabilities: Warrant Liability – Private Placement Warrants 3 8,093,750 The Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statement of operation. The Private Placement Warrants were valued using a Black-Scholes model. For previous filings the Private Placement Warrants were valued using a binomial lattice model, both of which are considered to be a Level 3 fair value measurement as a valuation was performed by a 3 rd The following table presents the quantitative information regarding Level 3 fair value measurements: January 26, April 30, July 31, October 31, Exercise price $ 11.50 $ 11.50 $ 11.50 11.50 Stock price $ 9.62 $ 9.74 $ 9.75 10.00 Volatility 15.0 % 12.1 % 21.6 % 24.19 % Term 5.00 5.00 5.00 5.10 Risk-free rate 0.48 % 0.88 % 0.67 % 1.19 % Dividend yield 0.0 % 0.0 % 0.00 % 0.00 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Fair value as of November 10, 2020 (inception) $ — Initial measurement on January 26, 2021 (inclusive of the over-allotment) 3,412,500 Change in fair value at April 30, 2021 (743,750 ) Fair value as of April 30, 2021 $ 2,668,750 Change in fair value at July 31, 2021 3,237,500 Fair value as of July 31, 2021 $ 5,906,250 Change in fair value at October 31, 2021 2,187,500 Fair value as of October 31, 2021 $ 8,093,750 The following table presents the changes in the fair value of the Level 3 Convertible Promissory Notes: Convertible Promissory Note Fair value as of January 26, 2021 $ — Proceeds received through Convertible Promissory Note 100,000 Change in valuation inputs or other assumptions 85,000 Fair value as of October 31, 2021 $ 185,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the period from November 10, 2020 (inception) through October 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Oct. 31, 2021 | |
Subsequent Events [Abstract] | |
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 financial statements were issued. Based upon this review and other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On November 1, 2021, the Company borrowed $400,000 against the Convertible Promissory Notes entered into on October 30, 2021 (the “Promissory Notes”) and disclosed in Note 5. The principal balance of the Promissory Notes amounted to an aggregate of $500,000. The Promissory Notes are non-interest bearing and payable prior to the consummation of a business combination or can be converted into warrants. At closing, $400,000 was repaid in cash and $100,000 was converted into warrants. As of this filing there is no balance due against the Promissory Notes. In November and December 2021, the Company received demand letters from Matthew Whitfield, Stourbridge LLC and Eric Sabatini (collectively, the “Plaintiffs”), purported shareholders of the Company, stating that Plaintiffs believed that the Company’s registration statement filed with the United States Securities and Exchange Commission in connection with a business combination transaction omits material information with respect to such transaction and demanding that the Company provide corrective disclosures in an amendment or supplement to such registration statement. Plaintiffs have not made any claim for damages and to the Company’s knowledge has not filed any complaint with any court. The Company is currently reviewing the demand letters. Management believes that the ultimate outcome of the demand letters will not have a material effect on these financial statements. On December 22, 2021 the Company completed its Business Combination with ADS-TECH Energy GmbH. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these 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 October 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At October 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury securities. |
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 Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At October 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet is reconciled in the following table: Gross Proceeds $ 143,750,000 Less: Proceeds Allocated to Public Warrants Classified as Equity (5,534,375 ) Class A ordinary shares issuance costs (3,811,790 ) Add: Remeasurement of carrying value to redemption value 9,346,165 Current interest in excess of Initial Public Offering proceeds 20,944 Class A ordinary shares subject to possible redemption $ 143,770,944 |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for their convertible promissory notes under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for their convertible promissory notes. Using fair value option, the convertible promissory note are required to be recorded at their initial value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss on the consolidated statements of operations. |
Warrant Liability | Warrant Liability The Company accounts for the Private Placement Warrants in accordance with the guidance contained in ASC 815-40, under which the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Placement Warrants as liabilities at their fair value and adjusts the Private Placement Warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of October 31, 2021. 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 an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period 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”. 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. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, and the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,562,500 ordinary shares in the aggregate. As of October 31, 2021, the Company did not have any other 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 loss per ordinary share is the same as basic net 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 Period from Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (5,866,167 ) $ (1,784,935 ) Denominator: Basic and diluted weighted average shares outstanding 11,492,994 3,497,045 Basic and diluted net loss per ordinary share $ (0.51 ) $ (0.51 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact of the adoption of ASU 2020-06, but does not believe it will have a material impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of class A ordinary shares subject to possible redemption | Gross Proceeds $ 143,750,000 Less: Proceeds Allocated to Public Warrants Classified as Equity (5,534,375 ) Class A ordinary shares issuance costs (3,811,790 ) Add: Remeasurement of carrying value to redemption value 9,346,165 Current interest in excess of Initial Public Offering proceeds 20,944 Class A ordinary shares subject to possible redemption $ 143,770,944 |
Schedule of basic and diluted net income (loss) per ordinary share | For the Period from Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (5,866,167 ) $ (1,784,935 ) Denominator: Basic and diluted weighted average shares outstanding 11,492,994 3,497,045 Basic and diluted net loss per ordinary share $ (0.51 ) $ (0.51 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on recurring basis | Description Level October 31, Assets: Cash and marketable securities held in Trust Account 1 $ 143,770,944 Liabilities: Warrant Liability – Private Placement Warrants 3 8,093,750 |
Schedule of quantitative information regarding Level 3 fair value measurements | January 26, April 30, July 31, October 31, Exercise price $ 11.50 $ 11.50 $ 11.50 11.50 Stock price $ 9.62 $ 9.74 $ 9.75 10.00 Volatility 15.0 % 12.1 % 21.6 % 24.19 % Term 5.00 5.00 5.00 5.10 Risk-free rate 0.48 % 0.88 % 0.67 % 1.19 % Dividend yield 0.0 % 0.0 % 0.00 % 0.00 % |
Schedule of changes in the fair value of Level 3 warrant liabilities | Fair value as of November 10, 2020 (inception) $ — Initial measurement on January 26, 2021 (inclusive of the over-allotment) 3,412,500 Change in fair value at April 30, 2021 (743,750 ) Fair value as of April 30, 2021 $ 2,668,750 Change in fair value at July 31, 2021 3,237,500 Fair value as of July 31, 2021 $ 5,906,250 Change in fair value at October 31, 2021 2,187,500 Fair value as of October 31, 2021 $ 8,093,750 |
Schedule of changes in the fair value of the Level 3 convertible promissory notes | Convertible Promissory Note Fair value as of January 26, 2021 $ — Proceeds received through Convertible Promissory Note 100,000 Change in valuation inputs or other assumptions 85,000 Fair value as of October 31, 2021 $ 185,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 27, 2021 | Jan. 27, 2021 | Jan. 26, 2021 | Nov. 16, 2020 | Oct. 31, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of units issued in transaction (in Shares) | 3,593,750 | ||||
Deposit amount in trust account | $ 18,750,000 | $ 18,750,000 | |||
Proceeds held in trust account | $ 143,750,000 | $ 143,750,000 | $ 143,770,944 | ||
Underwriting fees | 2,875,000 | ||||
Other offering costs | 960,009 | ||||
Sponsor amount | 25,000 | ||||
Loan amount | 300,000 | ||||
Business Acquisition [member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Transaction costs | 3,835,009 | ||||
Initial Public Offering [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of units issued in transaction (in Shares) | 14,375,000 | ||||
Unit price (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||
Amount of net proceeds | $ 125,000,000 | ||||
Initial Public Offering [Member] | Private Placement Warrants [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Gross proceeds | $ 4,000,000 | ||||
Private Placement Warrants [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of units issued in transaction (in Shares) | 375,000 | 4,000,000 | |||
Unit price (in Dollars per share) | $ 1 | $ 1 | $ 1 | ||
Generating total proceeds | $ 375,000 | ||||
Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of units issued in transaction (in Shares) | 1,875,000 | ||||
Aggregate amount | $ 18,750,000 | ||||
Class A Ordinary Shares [Member] | Initial Public Offering [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of units issued in transaction (in Shares) | 12,500,000 | ||||
Unit price (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 125,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Oct. 31, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Purchase of ordinary shares | shares | 11,562,500 |
Federal depository insurance coverage | $ | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A ordinary shares subject to possible redemption - Class A Ordinary Shares Subject to Possible Redemption [Member] | 12 Months Ended |
Oct. 31, 2021USD ($) | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Gross Proceeds | $ 143,750,000 |
Less: | |
Proceeds Allocated to Public Warrants Classified as Equity | (5,534,375) |
Class A ordinary shares issuance costs | (3,811,790) |
Remeasurement of carrying value to redemption value | 9,346,165 |
Current interest in excess of Initial Public Offering proceeds | 20,944 |
Class A ordinary shares subject to possible redemption | $ 143,770,944 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share | 12 Months Ended |
Oct. 31, 2021USD ($)$ / sharesshares | |
Class A [Member] | |
Numerator: | |
Allocation of net loss | $ | $ (5,866,167) |
Denominator: | |
Basic and diluted weighted average shares outstanding | shares | 11,492,994 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.51) |
Class B [Member] | |
Numerator: | |
Allocation of net loss | $ | $ (1,784,935) |
Denominator: | |
Basic and diluted weighted average shares outstanding | shares | 3,497,045 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.51) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Jan. 27, 2021 | Jan. 26, 2021 | Nov. 16, 2020 | Oct. 31, 2021 | |
Initial Public Offering (Details) [Line Items] | ||||
Sale of stock in shares | 3,593,750 | |||
Initial Public Offering [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of stock in shares | 14,375,000 | |||
Purchase price (in Dollars per share) | $ 10 | $ 10 | ||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of stock in shares | 1,875,000 | |||
Class A Ordinary Shares [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Description of transaction | Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). | |||
Class A Ordinary Shares [Member] | Initial Public Offering [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of stock in shares | 12,500,000 | |||
Purchase price (in Dollars per share) | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jan. 27, 2021 | Oct. 31, 2021 | |
Private Placement (Details) [Line Items] | ||
Number of shares purchased | 11,562,500 | |
Amount of purchase price (in Dollars) | $ 4,000,000 | |
Initial Public Offering [Member] | ||
Private Placement (Details) [Line Items] | ||
Number of shares purchased | 4,000,000 | |
Private Placement Warrants [Member] | ||
Private Placement (Details) [Line Items] | ||
Number of shares purchased | 375,000 | 200,000 |
Shares issued per share (in Dollars per share) | $ 1 | |
Additional shares | 18,750 | |
Shares issued per share | 1 | |
Gross proceeds (in Dollars) | $ 375,000 | |
Private Placement Warrants [Member] | Sponsor [Member] | ||
Private Placement (Details) [Line Items] | ||
Number of shares purchased | 356,250 | 3,800,000 |
Class A Ordinary Shares [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchase price (in Dollars per share) | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 30, 2021 | Jul. 31, 2021 | Jan. 26, 2021 | Dec. 31, 2020 | Nov. 16, 2020 | Oct. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||
Cover certain offering and formation costs | $ 25,000 | |||||
Number of shares (in Shares) | 3,593,750 | |||||
Shares transferred (in Shares) | 70,000 | |||||
Shares subject to repurchase (in Shares) | 35,000 | |||||
Shares allocated (in Shares) | 100,000 | |||||
Amount per month of office space, secretarial and administrative services | $ 10,000 | |||||
Accrued expenses | $ 90,000 | |||||
Description of related party | the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and was payable on the earlier of (i) December 31, 2021 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $159,914 was repaid at the closing of the Initial Public Offering on January 26, 2021. | |||||
Convertible promissory notes description | the Company issued 5 Convertible Promissory Notes in the amount of $100,000 each for a total of $500,000 (the “Promissory Notes”). | |||||
Business combination entity price per share (in Dollars per share) | $ 1 | |||||
Borrowings under the promissory notes | 100,000 | |||||
Fair value of convertible promissory note | 185,000 | |||||
Recorded convertible promissory note | 85,000 | |||||
Working capital loans | $ 1,500,000 | |||||
Warrant price (in Dollars per share) | $ 1 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares allocated (in Shares) | 45,000 | |||||
Shares issued per share (in Dollars per share) | $ 313.05 | $ 695.67 | ||||
Shares subject to forfeiture shares (in Shares) | 468,750 | |||||
Sponsor collectively own converted percentage | 20.00% | |||||
Board of Directors Chairman [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares transferred (in Shares) | 170,000 | |||||
Shares allocated (in Shares) | 45,000 | |||||
Shares allocated by sponsor | $ 323,550 | $ 1,048,900 | ||||
Price per share (in Dollars per share) | $ 7.19 | $ 6.17 |
Commitments (Details)
Commitments (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Aug. 10, 2021 | Oct. 31, 2021 | Jan. 27, 2021 | Jan. 26, 2021 |
Commitments (Details) [Line Items] | ||||
Shares issued to investors (in Shares) | 15.6 | |||
Gross proceeds | $ 156,000 | |||
Initial Public Offering [Member] | ||||
Commitments (Details) [Line Items] | ||||
Unit price (in Dollars per share) | $ 10 | $ 10 | ||
Initial Public Offering [Member] | Underwriting Agreement [Member] | ||||
Commitments (Details) [Line Items] | ||||
Unit price (in Dollars per share) | $ 0.2 | |||
Aggregate payable shares | $ 2,875 | |||
Initial Public Offering [Member] | Marketing Agreement [Member] | ||||
Commitments (Details) [Line Items] | ||||
Description of agreement | The Company will pay the underwriters a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). In addition, the Company will pay the underwriters a cash fee in an amount equal to 1.0% of the total consideration payable in the initial business combination if either introduces us to the target business with whom we complete our initial business combination; provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the registration statement of which this prospectus forms a part, unless the Financial Industry Regulatory Authority (“FINRA”) determines that such payment would not be deemed underwriters’ compensation in connection with this offering pursuant to FINRA Rule 5110. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Oct. 31, 2021 | |
Shareholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | |
Ordinary share conversion percentage | 20.00% | |
Class A Ordinary Shares [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock voting rights | Holders of Class A ordinary shares are entitled to one vote for each share. | |
Common stock, shares issued | 60,000 | |
Ordinary shares subject to possible redemption | 14,375,000 | |
Common stock, shares outstanding | 60,000 | |
Sale price per share (in Dollars per share) | $ 11.5 | |
Class A Ordinary Shares [Member] | EarlyBirdCapital [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Issued shares of common stock | 60,000 | |
Estimated fair value | 600,000 | |
Sale price per share (in Dollars per share) | $ 10 | |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 10,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock voting rights | Holders of the Class B ordinary shares are entitled to one vote for each share. | |
Common stock, shares issued | 3,593,750 | |
Common stock, shares outstanding | 3,593,750 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Oct. 31, 2021 | |
Warrants (Details) [Line Items] | |
Warrant expire term | 5 years |
Additional shares of common stock, description | 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 greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Warrant [Member] | |
Warrants (Details) [Line Items] | |
Outstanding public warrant, description | Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ●in whole and not in part; ●at a price of $0.01 per Public Warrant; ●at any time after the warrants become exercisable; ●upon not less than 30 days’ prior written notice of redemption to each warrant holder; ●if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the offer and sale of the Class A ordinary shares underlying such warrants. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value on recurring basis | 12 Months Ended |
Oct. 31, 2021USD ($) | |
Level 1 [Member] | |
Assets: | |
Cash and marketable securities held in Trust Account | $ 143,770,944 |
Level 3 [Member] | |
Liabilities: | |
Warrant Liability – Private Placement Warrants | $ 8,093,750 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 26, 2021 | Apr. 30, 2021 | Jul. 31, 2021 | Oct. 31, 2021 | |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | ||||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 |
Stock price (in Dollars per share) | $ 9.62 | $ 9.74 | $ 9.75 | $ 10 |
Volatility | 15.00% | 12.10% | 21.60% | 24.19% |
Term | 5 years | 5 years | 5 years | 5 years 1 month 6 days |
Risk-free rate | 0.48% | 0.88% | 0.67% | 1.19% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - USD ($) | 3 Months Ended | 6 Months Ended | |
Oct. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | |
Schedule of changes in the fair value of Level 3 warrant liabilities [Abstract] | |||
Fair value beginning | $ 5,906,250 | $ 2,668,750 | |
Initial measurement on January 26, 2021 (inclusive of the over-allotment) | 3,412,500 | ||
Change in fair value | 2,187,500 | 3,237,500 | (743,750) |
Fair value Ending | $ 8,093,750 | $ 5,906,250 | $ 2,668,750 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 convertible promissory notes - Convertible Promissory Note [Member] | 9 Months Ended |
Oct. 31, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 convertible promissory notes [Line Items] | |
Fair value beginning | |
Proceeds received through Convertible Promissory Note | 100,000 |
Change in valuation inputs or other assumptions | 85,000 |
Fair value Ending | $ 185,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Nov. 01, 2021USD ($) |
Subsequent Events (Details) [Line Items] | |
Borrowed | $ 400,000 |
Aggregate amount | 500,000 |
Repaid in cash | 400,000 |
Converted warrants | $ 100,000 |