Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | New Vista Acquisition Corp | |
Trading Symbol | NVSA | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001838433 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40070 | |
Entity Tax Identification Number | 98-1574055 | |
Entity Address, Address Line One | 125 South Wacker Drive | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Chicago | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | (312) | |
Local Phone Number | 855-2083 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS: | ||
Cash | $ 259,293 | $ 927,861 |
Prepaid expenses | 215,213 | 507,935 |
Total current assets | 474,506 | 1,435,796 |
Prepaid expenses non-current | 69,288 | |
Marketable securities held in Trust Account | 277,450,461 | 276,056,900 |
Total Assets | 277,924,967 | 277,561,984 |
LIABILITIES, REDEEMABLE ORDINARY SHARES AND STAREHOLDERS’ DEFICIT: | ||
Accrued offering costs and expenses | 2,661,222 | 2,343,813 |
Due to related party | 5,204 | |
Total current liabilities | 2,661,222 | 2,349,017 |
Warrant liability | 1,135,344 | 11,248,500 |
Deferred underwriting commissions | 9,660,000 | 9,660,000 |
Total liabilities | 13,456,566 | 23,257,517 |
Commitments | ||
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value at September 30, 2022 and December 31, 2021 | 277,450,461 | 276,000,000 |
Shareholders’ Deficit: | ||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 27,600,000 shares subject to possible redemption) | ||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,900,000 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 690 | 690 |
Additional paid-in capital | 828,379 | 362,493 |
Accumulated deficit | (13,811,129) | (22,058,716) |
Total shareholders’ deficit | (12,982,060) | (21,695,533) |
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | $ 277,924,967 | $ 277,561,984 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption | 27,600,000 | 27,600,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | ||
Ordinary shares, shares outstanding | ||
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 6,900,000 | 6,900,000 |
Ordinary shares, shares outstanding | 6,900,000 | 6,900,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Formation and operating costs | $ 581,919 | $ 966,107 | $ 1,808,669 | $ 3,053,335 |
Loss from operations | (581,919) | (966,107) | (1,808,669) | (3,053,335) |
Other income (expense): | ||||
Unrealized gain (loss) on change in fair value of warrants | 540,742 | 4,482,561 | 10,113,156 | 9,058,065 |
Warrant issuance costs | (683,306) | |||
Trust interest income | 1,254,702 | 9,201 | 1,393,561 | 27,679 |
Total other income (expense) | 1,795,444 | 4,491,762 | 11,506,717 | 8,402,438 |
Net income (loss) | $ 1,213,525 | $ 3,525,655 | $ 9,698,048 | $ 5,349,103 |
Class A Ordinary Shares | ||||
Other income (expense): | ||||
Weighted average shares outstanding shares, basic and diluted (in Shares) | 27,600,000 | 27,600,000 | 27,600,000 | 22,545,055 |
Basic and diluted net income per share (in Dollars per share) | $ 0.04 | $ 0.1 | $ 0.28 | $ 0.18 |
Class B Ordinary Shares | ||||
Other income (expense): | ||||
Weighted average shares outstanding shares, basic and diluted (in Shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,735,165 |
Basic and diluted net income per share (in Dollars per share) | $ 0.04 | $ 0.1 | $ 0.28 | $ 0.18 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A Ordinary Shares | ||||
Weighted average shares outstanding shares, basic and diluted | 27,600,000 | 27,600,000 | 27,600,000 | 22,545,055 |
Basic and diluted net income per share | $ 0.04 | $ 0.10 | $ 0.28 | $ 0.18 |
Class B Ordinary Shares | ||||
Weighted average shares outstanding shares, basic and diluted | 6,900,000 | 6,900,000 | 6,900,000 | 6,735,165 |
Basic and diluted net income per share | $ 0.04 | $ 0.10 | $ 0.28 | $ 0.18 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 690 | $ 24,310 | $ (9,064) | $ 15,936 | |
Balance (in Shares) at Dec. 31, 2020 | 6,900,000 | ||||
Remeasurement for Class A ordinary shares to redemption amount | (1,056,277) | (25,956,432) | (27,012,709) | ||
Excess of cash received over fair value of private warrants | 1,031,967 | 1,031,967 | |||
Net Income (loss) | (1,565,932) | (1,565,932) | |||
Balance at Mar. 31, 2021 | $ 690 | (27,531,428) | (27,530,738) | ||
Balance (in Shares) at Mar. 31, 2021 | 6,900,000 | ||||
Balance at Dec. 31, 2020 | $ 690 | 24,310 | (9,064) | 15,936 | |
Balance (in Shares) at Dec. 31, 2020 | 6,900,000 | ||||
Net Income (loss) | 5,349,103 | ||||
Balance at Sep. 30, 2021 | $ 690 | 198,703 | (20,616,393) | (20,417,000) | |
Balance (in Shares) at Sep. 30, 2021 | 6,900,000 | ||||
Balance at Mar. 31, 2021 | $ 690 | (27,531,428) | (27,530,738) | ||
Balance (in Shares) at Mar. 31, 2021 | 6,900,000 | ||||
Share-based compensation | 69,084 | 69,084 | |||
Net Income (loss) | 3,389,380 | 3,389,380 | |||
Balance at Jun. 30, 2021 | $ 690 | 69,084 | (24,142,048) | (24,072,274) | |
Balance (in Shares) at Jun. 30, 2021 | 6,900,000 | ||||
Share-based compensation | 129,619 | 129,619 | |||
Net Income (loss) | 3,525,655 | 3,525,655 | |||
Balance at Sep. 30, 2021 | $ 690 | 198,703 | (20,616,393) | (20,417,000) | |
Balance (in Shares) at Sep. 30, 2021 | 6,900,000 | ||||
Balance at Dec. 31, 2021 | $ 690 | 362,493 | (22,058,716) | (21,695,533) | |
Balance (in Shares) at Dec. 31, 2021 | 6,900,000 | ||||
Share-based compensation | 156,055 | 156,055 | |||
Net Income (loss) | 4,876,106 | 4,876,106 | |||
Balance at Mar. 31, 2022 | $ 690 | 518,548 | (17,182,610) | (16,663,372) | |
Balance (in Shares) at Mar. 31, 2022 | 6,900,000 | ||||
Balance at Dec. 31, 2021 | $ 690 | 362,493 | (22,058,716) | (21,695,533) | |
Balance (in Shares) at Dec. 31, 2021 | 6,900,000 | ||||
Net Income (loss) | 9,698,048 | ||||
Balance at Sep. 30, 2022 | $ 690 | 828,379 | (13,811,129) | (12,982,060) | |
Balance (in Shares) at Sep. 30, 2022 | 6,900,000 | ||||
Balance at Mar. 31, 2022 | $ 690 | 518,548 | (17,182,610) | (16,663,372) | |
Balance (in Shares) at Mar. 31, 2022 | 6,900,000 | ||||
Share-based compensation | 141,030 | 141,030 | |||
Remeasurement for Class A ordinary shares to redemption amount | (195,759) | (195,759) | |||
Net Income (loss) | 3,608,417 | 3,608,417 | |||
Balance at Jun. 30, 2022 | $ 690 | 659,578 | (13,769,952) | (13,109,684) | |
Balance (in Shares) at Jun. 30, 2022 | 6,900,000 | ||||
Share-based compensation | 168,801 | 168,801 | |||
Remeasurement for Class A ordinary shares to redemption amount | (1,254,702) | (1,254,702) | |||
Net Income (loss) | 1,213,525 | 1,213,525 | |||
Balance at Sep. 30, 2022 | $ 690 | $ 828,379 | $ (13,811,129) | $ (12,982,060) | |
Balance (in Shares) at Sep. 30, 2022 | 6,900,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 9,698,048 | $ 5,349,103 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on investment held in Trust Account | (1,393,561) | (27,679) |
Change in fair value of warrant liabilities | (10,113,156) | (9,058,065) |
Share-based compensation | 465,886 | 198,703 |
Warrant issuance costs | 683,306 | |
Changes in current assets and current liabilities: | ||
Prepaid expenses | 362,010 | (705,355) |
Accrued offering costs and expenses | 387,409 | 2,081,846 |
Due to related party | (5,204) | 7,450 |
Net cash used in operating activities | (598,568) | (1,470,691) |
Cash Flows from Investing Activities: | ||
Investment held in Trust Account | (276,000,000) | |
Net cash used in investing activities | (276,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from Initial Public Offering, net of underwriters’ fees | 270,480,000 | |
Proceeds from private placement | 8,520,000 | |
Payments of offering costs | (70,000) | (449,812) |
Net cash (used in) provided by financing activities | (70,000) | 278,550,188 |
Net change in cash | (668,568) | 1,079,497 |
Cash – beginning of the period | 927,861 | |
Cash – end of period | 259,293 | 1,079,497 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Remeasurement for Class A ordinary shares to redemption amount | 1,450,461 | |
Deferred underwriting commissions charged to additional paid-in capital | 9,660,000 | |
Initial value of Class A ordinary shares subject to possible redemption | 276,000,000 | |
Initial classification of warrant liability | $ 19,554,236 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General New Vista Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on December 21, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not yet selected any specific Business Combination target. The Company’s sponsor is New Vista Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). As of September 30, 2022, the Company had not commenced any operations. All activity for the period from December 21, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on marketable securities from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense). Initial Public Offering The registration statement for the Company’s IPO was declared effective on February 16, 2021 (the “Effective Date”). On February 19, 2021, the Company consummated the IPO of 27,600,000 units, including the issuance of 3,600,000 units as a result of the underwriters’ full exercise of their over-allotment option (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 3. Each Unit consisted of one Public Share and one-third of one redeemable warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Public Share for $11.50 per share, subject to adjustment (see Note 3). Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of 5,680,000 warrants (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $8,520,000, which is discussed in Note 4. Transaction costs amounted to $15,699,812, consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $519,812 of other offering costs. Trust Account Following the closing of the IPO on February 19, 2021, $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), which is invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (1) the completion of an initial Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Company’s Public Shares if the Company has not completed an initial Business Combination within the Combination Period, subject to applicable law. Initial Business Combination The Company must complete its initial Business Combination with one or more operating businesses or assets having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully by February 19, 2023. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest, divided by the number of then issued and outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares subject to possible redemption, which feature certain redemption rights considered to be outside of the Company’s control and subject to the occurrence of uncertain future events, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company’s amended and restated memorandum and articles of association provide that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the initial Business Combination and after payment of the deferred underwriting commissions. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of then issued and outstanding shares voted are voted in favor of the Business Combination. The Company has 24 months from the closing of the IPO to complete the initial Business Combination. However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law, to provide for claims of creditors and to comply with the requirements of any other applicable law. The initial shareholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any founder shares (as described in Note 5) and Public Shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any founder shares and Public Shares held by them in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of our Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). If the Company submits the initial Business Combination to the public shareholders for a vote, the initial shareholders, directors and officers have agreed to vote any founder shares and Public Shares held by them in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. Effective April 12, 2021, the holders of Units may elect to separately trade the Class A ordinary shares and warrants included in the Units. The Units not separated continue to trade on the NASDAQ Capital Market under the symbol “NVSAU.” The separated Class A ordinary shares and Warrants trade on the NASDAQ Capital Market under the symbols “NVSA” and “NVSAW,” respectively. Going Concern Consideration As of September 30, 2022, the Company had approximately $0.3 million in its operating bank account and negative working capital of approximately $2.2 million. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs in return for the founder shares (see Note 5), and the loan under an unsecured promissory note from the Sponsor of $77,012 (see Note 5). The loan under the promissory note from the Sponsor was paid in full on February 22, 2021. Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel and consultant expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to its Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available or not enough time as it has less than one year to complete the Business Combination, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. The Company is actively pursuing a target business and anticipates announcing a Business Combination before the mandatory liquidation date of February 19, 2023. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension of the period of time the Company has to complete a Business Combination has not been approved by the Company’s shareholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that mandatory liquidation, should a Business Combination not occur, and an extension not approved by the shareholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. Risks and Uncertainties The negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect the Company’s search for a Business Combination and any target business with which we may ultimately consummate a Business Combination. Management continues to evaluate the impact of the COVID-19 pandemic on the Company’s financial statements and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, 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 these uncertainties. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the period ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status 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 Securities Exchange Act of 1934, as amended (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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities held in Trust Account Investments held in the Trust Account consist of U.S. Money market and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with ASC 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “Trust interest income” line item in the statements of operations. Trust interest income is recognized when earned. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are estimated to approximate the carrying values as of September 30, 2022 due to the short maturities of such instruments. 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. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 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 Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding with income allocated pro-rata between the classes. The calculation of diluted income per ordinary share excludes the effect of the warrants issued in connection with the Class A ordinary shares since the warrant shares current market value is below exercise price and would be antidilutive. Remeasurement associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As a result, diluted income per ordinary share is the same as basic income per ordinary share. For the three months ended September 30, 2022 Class A C lass B Allocation of net income including ordinary shares subject to possible redemption $ 970,820 $ 242,705 Weighted average ordinary shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.04 $ 0.04 For the nine months ended September 30, 2022 Class A C lass B Allocation of net income including ordinary shares subject to possible redemption $ 7,758,438 $ 1,939,610 Weighted average ordinary shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.28 $ 0.28 For the three months ended September 30, 2021 Class A C lass B Allocation of net income including ordinary shares subject to possible redemption $ 2,820,524 $ 705,131 Weighted average ordinary shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.10 $ 0.10 For the nine months ended September 30, 2021 Class A C lass B Allocation of net income including ordinary shares subject to possible redemption $ 4,118,679 $ 1,230,424 Weighted average ordinary shares outstanding 22,545,055 6,735,165 Basic and diluted net income per share $ 0.18 $ 0.18 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Accordingly, as of February 19, 2021, offering costs of $15,699,812 (consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriters’ commission, and $519,812 other cash offering costs) have been incurred. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liability were expensed, and offering costs associated with the Class A ordinary shares were charged to temporary equity. Accordingly, $683,306 of offering costs associated with warrant liability were expensed in the statements of operations upon the completion of the IPO. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined both the public and private placement Warrants are derivative instruments and has classified them as liabilities. ASC 470-20, “Debt with Conversion and Other Options” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and Warrants, using the residual method by allocating IPO proceeds first to fair value of the Warrants and then the Class A ordinary shares. Share-Based Compensation Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the vesting period of the award, which is also the requisite service period, based upon the corresponding vesting method and probability of vesting. The Company recognizes the effect of pre-vesting forfeitures as they occur. The Company’s share-based compensation charges relate to awards of profits interests of the Company’s Sponsor. 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on December 21, 2020, the 2020 and 2021 tax periods will be subject to examination. 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 September 30, 2022. 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 a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board 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 for the Company on January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering Abstract | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 27,600,000 Units, including 3,600,000 Units as a result of the underwriters’ full exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable Warrant. Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. Following the closing of the IPO on February 19, 2021, $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account, which is invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. All of the 27,600,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC staff guidance on redeemable equity instruments, which have been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. Given that the Class A ordinary shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Class A ordinary shares classified as temporary equity are the allocated proceeds based on the guidance in ASC 470-20. The Class A ordinary shares are subject to SEC staff guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2022, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from public issuance $ 276,000,000 Less: Proceeds allocated to public warrants (12,066,203 ) Class A ordinary shares issuance costs (15,016,506 ) Plus: Accretion of carrying value to redemption value 27,082,709 Redeemable Class A ordinary shares - December 31, 2021 and March 31, 2022 $ 276,000,000 Plus: Remeasurement of carrying value to redemption value 195,759 Redeemable Class A ordinary shares – June 30, 2022 $ 276,195,759 Plus: Remeasurement of carrying value to redemption value 1,254,702 Redeemable Class A ordinary shares – September 30, 2022 $ 277,450,461 Public Warrants Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The 9,200,000 Warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants, and the Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the Warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within any 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the Warrants become exercisable, the Company may redeem the outstanding Warrants: ● in whole and not in part; ● at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within any 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders is less than $18.00 per share, then the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrants Abstract | |
Private Placement Warrants | Note 4 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,680,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,520,000, in a private placement. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The excess amount of the purchase price over the fair value of the Private Placement Warrants of $7,488,033 was charged to the shareholders’ equity, and thus $1,031,967 was recorded into additional paid-in capital. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company (except as described above in Note 3, “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. If the Company does not complete the initial Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares, and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In December 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. Up to 750,000 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 16, 2021, the Company effected a 1:1.2 stock split of the Class B ordinary shares, resulting an aggregate of 6,900,000 founder shares outstanding. Up to 900,000 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. In connection with the underwriters’ full exercise of their over-allotment option on February 19, 2021, the 900,000 shares were no longer subject to forfeiture. The initial shareholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any founder shares (as described in Note 5) and Public Shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any founder shares and Public Shares held by them in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). If the Company submits the initial Business Combination to the public shareholders for a vote, the initial shareholders, directors and officers have agreed to vote any founder shares and Public Shares held by them in favor of the initial Business Combination. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by the initial shareholders until the earlier of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date the securities of the Company were first listed on The Nasdaq Stock Market LLC, the Company paid the Sponsor $10,000 per month for office space, utilities, administrative and support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2022, the Company recorded and paid $30,000 and $90,000 of administrative service fees, respectively. During the three and nine months ended September 30, 2021, the Company recorded and paid $30,000 and $80,000 of administrative service fees, respectively. Due to Related Party The unpaid reimbursable travel expenses incurred in 2021 of $5,204 were paid on March 2, 2022. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 6 — Recurring Fair Value Measurements Marketable Securities Held in Trust Account As of September 30, 2022, investment in the Company’s Trust Account consisted of $3,992 in U.S. Money Market and $277,446,469 in U.S. Treasury Securities. The Company classifies its U.S. Treasury Securities as held-to-maturity in accordance with ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2022 are as follows: Carrying Gross Gross Fair Value U.S. Money Market $ 3,992 $ — $ — $ 3,992 U.S. Treasury Securities 277,446,469 160,229 — 277,606,698 $ 277,450,461 $ — $ — $ 277,610,690 Warrant Liability At September 30, 2022, the Company’s warrant liability was valued at $1,135,344. Under the guidance in ASC 815-40 the Warrants do not meet the criteria for equity treatment. As such, the Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Initial Measurement – Public Warrants The estimated fair value of the Public Warrants on February 19, 2021 was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected share-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimated the volatility of its ordinary shares based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. Subsequent Measurement Public Warrants The fair value of the Public Warrants on September 30, 2022 was classified as Level 1 due to the use of an observable market quote in an active market. Effective April 12, 2021, the Public Warrants began trading separately. As of September 30, 2022, the aggregate value of Public Warrants was $701,960. Initial Measurement – Private Placement Warrants The estimated fair value of the Private Placement Warrants on February 19, 2021 was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected share-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. Subsequent Measurement Private Placement Warrants Due to certain “make whole” provisions in the warrant agreement, the Company also used the quoted market price of the Public Warrants as the fair value of the Private Placement Warrants as of September 30, 2022 and reclassified the Private Placement Warrants from Level 3 to Level 2, due to the use of the quoted price of a similar liability. As of September 30, 2022, the aggregate value of Private Placement Warrants was $433,384. The following table sets forth a summary of the changes in the Level 3 fair value of warrants for the three and nine months ended September 30, 2022: Warrant Fair value as of December 31, 2021 $ 4,304,340 Unrealized gain on change in fair value of warrants (2,082,384 ) Fair value of Private Placement Warrants as of March 31, 2022 2,221,956 Unrealized gain on change in fair value of warrants (1,578,110 ) Fair value of Private Placement Warrants as of June 30, 2022 $ 643,846 Unrealized gain on change in fair value of warrants (210,462 ) Transfer of Private Placement Warrants to Level 2 (433,384 ) Fair value of Private Placement Warrants as of September 30, 2022 $ — Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 3,992 $ 3,992 $ — $ — U.S. Treasury Securities held in Trust Account 277,606,698 277,606,698 — — $ 277,610,690 $ 277,610,690 $ — $ — Liabilities: Public Warrants $ 701,960 $ 701,960 $ — $ — Private Warrants 433,384 — 433,384 — Warrant Liability $ 1,135,344 $ 701,960 $ 433,384 $ — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement signed on February 16, 2021, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement The Company granted the underwriters a 45-day option from February 16, 2021 to purchase up to an additional 3,600,000 units to cover over-allotments. On February 19, 2021, the underwriters fully exercised the over-allotment option. On February 19, 2021, the Company paid a fixed underwriting discount of $5,520,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $9,660,000, upon the completion of the Company’s initial Business Combination. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer a portion of their fees. The deferred fees will become payable in the event that the Company completes a Business Combination. As of September 30, 2022, the Company has deferred legal fees of approximately $2.48 million in connection with such services on the accompanying balance sheet. Service Provider Agreements From time to time, the Company has entered into and may enter into agreements with various services providers and advisors, to help the Company identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company will be required to pay such service providers and advisors fees in connection with their services when the closing of a potential Business Combination is met. If a Business Combination does not occur, the Company anticipates that it will be obligated to pay $145,000 for services that have been provided by September 30, 2022 where payment has been deferred until the completion of the Company’s initial Business Combination. At September 30, 2022 and December 31, 2021, $145,000 and $120,000 were accrued for these services, respectively. |
Shareholders_ Equity and Redeem
Shareholders’ Equity and Redeemable Ordinary Shares | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity and Redeemable Ordinary Shares | Note 8 — Shareholders’ Equity and Redeemable Ordinary Shares Preference shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) 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 all ordinary shares issued and outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for the Class A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. Share-based Compensation For the 35,500 Awards granted during the first quarter of 2022, the weighted average fair value per profits interest was estimated to be $3.17 The fair value of share-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from the Company’s ordinary shares. The Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. In applying the Black-Scholes option pricing model, the Company used the following assumptions during the nine months ended September 30, 2022: Risk-free interest rate 2.43 % Expected term (years) 0.67 Expected volatility 9.9 % Expected dividends 0.00 The share-based compensation expense related to option grants was $168,801 and $465,886 during the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, 287,852 profits interests were vested and unrecognized compensation expense related to unvested profits interests was $336,731, which is expected to be recognized over a weighted average period of approximately 0.5 years. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the period ending December 31, 2022 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status 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 Securities Exchange Act of 1934, as amended (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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Marketable Securities held in Trust Account | Marketable Securities held in Trust Account Investments held in the Trust Account consist of U.S. Money market and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with ASC 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “Trust interest income” line item in the statements of operations. Trust interest income is recognized when earned. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are estimated to approximate the carrying values as of September 30, 2022 due to the short maturities of such instruments. |
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. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 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 Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding with income allocated pro-rata between the classes. The calculation of diluted income per ordinary share excludes the effect of the warrants issued in connection with the Class A ordinary shares since the warrant shares current market value is below exercise price and would be antidilutive. Remeasurement associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As a result, diluted income per ordinary share is the same as basic income per ordinary share. For the three months ended September 30, 2022 Class A C lass B Allocation of net income including ordinary shares subject to possible redemption $ 970,820 $ 242,705 Weighted average ordinary shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.04 $ 0.04 For the nine months ended September 30, 2022 Class A C lass B Allocation of net income including ordinary shares subject to possible redemption $ 7,758,438 $ 1,939,610 Weighted average ordinary shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.28 $ 0.28 For the three months ended September 30, 2021 Class A C lass B Allocation of net income including ordinary shares subject to possible redemption $ 2,820,524 $ 705,131 Weighted average ordinary shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.10 $ 0.10 C lass B |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Accordingly, as of February 19, 2021, offering costs of $15,699,812 (consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriters’ commission, and $519,812 other cash offering costs) have been incurred. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liability were expensed, and offering costs associated with the Class A ordinary shares were charged to temporary equity. Accordingly, $683,306 of offering costs associated with warrant liability were expensed in the statements of operations upon the completion of the IPO. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined both the public and private placement Warrants are derivative instruments and has classified them as liabilities. ASC 470-20, “Debt with Conversion and Other Options” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and Warrants, using the residual method by allocating IPO proceeds first to fair value of the Warrants and then the Class A ordinary shares. |
Share-Based Compensation | Share-Based Compensation Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the vesting period of the award, which is also the requisite service period, based upon the corresponding vesting method and probability of vesting. The Company recognizes the effect of pre-vesting forfeitures as they occur. The Company’s share-based compensation charges relate to awards of profits interests of the Company’s Sponsor. |
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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on December 21, 2020, the 2020 and 2021 tax periods will be subject to examination. 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 September 30, 2022. 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 a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board 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 for the Company on January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of diluted income per ordinary share is the same as basic income per ordinary share | For the three months ended September 30, 2022 Class A C lass B Allocation of net income including ordinary shares subject to possible redemption $ 970,820 $ 242,705 Weighted average ordinary shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.04 $ 0.04 For the nine months ended September 30, 2022 Class A C lass B Allocation of net income including ordinary shares subject to possible redemption $ 7,758,438 $ 1,939,610 Weighted average ordinary shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.28 $ 0.28 For the three months ended September 30, 2021 Class A C lass B Allocation of net income including ordinary shares subject to possible redemption $ 2,820,524 $ 705,131 Weighted average ordinary shares outstanding 27,600,000 6,900,000 Basic and diluted net income per share $ 0.10 $ 0.10 For the nine months ended September 30, 2021 Class A C lass B Allocation of net income including ordinary shares subject to possible redemption $ 4,118,679 $ 1,230,424 Weighted average ordinary shares outstanding 22,545,055 6,735,165 Basic and diluted net income per share $ 0.18 $ 0.18 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering Abstract | |
Schedule of class A ordinary shares reflected on the balance sheet | Gross proceeds from public issuance $ 276,000,000 Less: Proceeds allocated to public warrants (12,066,203 ) Class A ordinary shares issuance costs (15,016,506 ) Plus: Accretion of carrying value to redemption value 27,082,709 Redeemable Class A ordinary shares - December 31, 2021 and March 31, 2022 $ 276,000,000 Plus: Remeasurement of carrying value to redemption value 195,759 Redeemable Class A ordinary shares – June 30, 2022 $ 276,195,759 Plus: Remeasurement of carrying value to redemption value 1,254,702 Redeemable Class A ordinary shares – September 30, 2022 $ 277,450,461 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of loss and fair value of held to maturity securities | Carrying Gross Gross Fair Value U.S. Money Market $ 3,992 $ — $ — $ 3,992 U.S. Treasury Securities 277,446,469 160,229 — 277,606,698 $ 277,450,461 $ — $ — $ 277,610,690 |
Schedule of changes in the Level 3 fair value of warrants | Warrant Fair value as of December 31, 2021 $ 4,304,340 Unrealized gain on change in fair value of warrants (2,082,384 ) Fair value of Private Placement Warrants as of March 31, 2022 2,221,956 Unrealized gain on change in fair value of warrants (1,578,110 ) Fair value of Private Placement Warrants as of June 30, 2022 $ 643,846 Unrealized gain on change in fair value of warrants (210,462 ) Transfer of Private Placement Warrants to Level 2 (433,384 ) Fair value of Private Placement Warrants as of September 30, 2022 $ — |
Schedule of company’s assets and liabilities | September 30, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 3,992 $ 3,992 $ — $ — U.S. Treasury Securities held in Trust Account 277,606,698 277,606,698 — — $ 277,610,690 $ 277,610,690 $ — $ — Liabilities: Public Warrants $ 701,960 $ 701,960 $ — $ — Private Warrants 433,384 — 433,384 — Warrant Liability $ 1,135,344 $ 701,960 $ 433,384 $ — |
Shareholders_ Equity and Rede_2
Shareholders’ Equity and Redeemable Ordinary Shares (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of black-Scholes option pricing model | Risk-free interest rate 2.43 % Expected term (years) 0.67 Expected volatility 9.9 % Expected dividends 0.00 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Feb. 19, 2021 | Sep. 30, 2022 | |
Organization and Business Operations (Details) [Line Items] | ||
Sale of price per share (in Dollars per share) | $ 10 | $ 10 |
Gross proceeds amount | $ 276,000,000 | |
Description of public share | Each Unit consisted of one Public Share and one-third of one redeemable warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Public Share for $11.50 per share, subject to adjustment (see Note 3). | |
Price per share (in Dollars per share) | $ 10 | $ 10 |
Transaction costs | $ 15,699,812 | |
Underwriting discount | 5,520,000 | |
Deferred underwriting discount | 9,660,000 | |
Offering cost | $ 519,812 | |
Redemption of public shares, percentage | 100% | |
Fair market value, percentage | 80% | |
Public, per share (in Dollars per share) | $ 10 | |
Tangible assets | $ 5,000,001 | |
Interest expenses | $ 100,000 | |
Agreement, description | The initial shareholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any founder shares (as described in Note 5) and Public Shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any founder shares and Public Shares held by them in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of our Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). | |
Transaction agreement, description | The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). | |
Value held in bank account | $ 300,000 | |
Working capital | 2,200,000 | |
Initial Public Offering [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Sale of share units (in Shares) | 27,600,000 | |
Sale of price per share (in Dollars per share) | $ 10 | |
Gross proceeds amount | $ 276,000,000 | |
Payments from the sponsor | 25,000 | |
Unsecured loan | $ 77,012 | |
Over-Allotment Option [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Sale of share units (in Shares) | 3,600,000 | |
Gross proceeds | $ 5,520,000 | |
Private Placement Warrants [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Sale of share units (in Shares) | 5,680,000 | |
Price per share (in Dollars per share) | $ 1.5 | |
Gross proceeds | $ 8,520,000 | |
Business Combination [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Issued and outstanding voting percentage | 50% | |
Initial Business Combination [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Tangible assets | $ 5,000,001 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Feb. 19, 2021 | Sep. 30, 2022 | |
Significant Accounting Policies (Details) [Line Items] | ||
Federal depository insurance coverage | $ 250,000 | |
Offering cost | $ 15,699,812 | |
Underwriting commissions | 5,520,000 | |
Deferred underwriters commission | 9,660,000 | |
Other cash offering cost | $ 519,812 | |
Class A Ordinary Shares [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Offering cost | $ 683,306 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of diluted income per ordinary share is the same as basic income per ordinary share - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A [Member] | ||||
Significant Accounting Policies (Details) - Schedule of diluted income per ordinary share is the same as basic income per ordinary share [Line Items] | ||||
Allocation of net income (loss) including ordinary shares subject to possible redemption | $ 970,820 | $ 2,820,524 | $ 7,758,438 | $ 4,118,679 |
Weighted average ordinary shares outstanding | 27,600,000 | 27,600,000 | 27,600,000 | 22,545,055 |
Basic net income (loss) per share | $ 0.04 | $ 0.1 | $ 0.28 | $ 0.18 |
Class B [Member] | ||||
Significant Accounting Policies (Details) - Schedule of diluted income per ordinary share is the same as basic income per ordinary share [Line Items] | ||||
Allocation of net income (loss) including ordinary shares subject to possible redemption | $ 242,705 | $ 705,131 | $ 1,939,610 | $ 1,230,424 |
Weighted average ordinary shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,735,165 |
Basic net income (loss) per share | $ 0.04 | $ 0.1 | $ 0.28 | $ 0.18 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of diluted income per ordinary share is the same as basic income per ordinary share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A [Member] | ||||
Significant Accounting Policies (Details) - Schedule of diluted income per ordinary share is the same as basic income per ordinary share (Parentheticals) [Line Items] | ||||
Diluted net income (loss) per share | $ 0.04 | $ 0.10 | $ 0.28 | $ 0.18 |
Class B [Member] | ||||
Significant Accounting Policies (Details) - Schedule of diluted income per ordinary share is the same as basic income per ordinary share (Parentheticals) [Line Items] | ||||
Diluted net income (loss) per share | $ 0.04 | $ 0.10 | $ 0.28 | $ 0.18 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Feb. 19, 2021 | |
Initial Public Offering (Details) [Line Items] | ||
Net proceeds (in Shares) | 451,750 | 276,000,000 |
Price per share | $ 11.5 | |
Sale of stock unit | $ 10 | $ 10 |
Aggregate gross proceeds percentage | 60% | |
Exercise price of warrants (in Dollars) | $ 9.2 | |
Percentage of market value | 115% | |
Trigger price (in Dollars) | $ 18 | |
Price per warrant | $ 10 | 10 |
Higher market value | 180% | |
Warrant excercisable description | The 9,200,000 Warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. | |
Fair value price per share | $ 0.361 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Net proceeds (in Shares) | 27,600,000 | |
Price per share | $ 10 | |
Price per warrant | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock, number of shares issued in transaction (in Shares) | 3,600,000 | |
Public Warrants [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share | $ 9.2 | |
Exercise price 18.00 [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Warrant redemption, description | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants): ●in whole and not in part; ●at a price of $0.01 per Warrant; ●upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and ●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within any 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. | |
Exercise price 10.00 [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Warrant redemption, description | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the Warrants become exercisable, the Company may redeem the outstanding Warrants: ●in whole and not in part; ●at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of Class A ordinary shares; ●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and ●if the closing price of the Class A ordinary shares for any 20 trading days within any 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders is less than $18.00 per share, then the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. | |
Class A Ordinary Shares [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Net proceeds (in Shares) | 27,600,000 | |
Price per share | $ 11.5 | |
Price per warrant | 18 | |
Business Acquisition [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Value of ordinary share exceeds | $ 10 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of class A ordinary shares reflected on the balance sheet - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Class AOrdinary Shares Reflected On The Balance Sheet Abstract | |||
Gross proceeds from public issuance | $ 276,000,000 | ||
Less: | |||
Proceeds allocated to public warrants | (12,066,203) | ||
Class A ordinary shares issuance costs | (15,016,506) | ||
Plus: | |||
Remeasurement of carrying value to redemption value | $ 1,254,702 | $ 195,759 | 27,082,709 |
Redeemable Class A ordinary shares | $ 277,450,461 | $ 276,195,759 | $ 276,000,000 |
Private Placement Warrants (Det
Private Placement Warrants (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Private Placement Warrants [Member] | |
Private Placement Warrants (Details) [Line Items] | |
Purchase aggregate shares (in Shares) | shares | 5,680,000 |
Private placement price per share (in Dollars per share) | $ / shares | $ 1.5 |
Aggregate purchase price | $ 8,520,000 |
Purchase price of excess amount | 7,488,033 |
Additional paid-in capital | $ 1,031,967 |
Class A Ordinary Shares [Member] | |
Private Placement Warrants (Details) [Line Items] | |
Ordinary shares price (in Dollars per share) | $ / shares | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Mar. 02, 2022 | Feb. 16, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Feb. 19, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase price, per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||||||
Founder shares are subject to forfeiture (in Shares) | 900,000 | ||||||||
Founder shares, description | On February 16, 2021, the Company effected a 1:1.2 stock split of the Class B ordinary shares, resulting an aggregate of 6,900,000 founder shares outstanding. | ||||||||
Business combination, description | With certain limited exceptions, the founder shares will not be transferable, assignable or salable by the initial shareholders until the earlier of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. | ||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | |||||||
Price per warrant (in Dollars per share) | $ 1.5 | $ 1.5 | |||||||
Paid the Sponsor | $ 10,000 | ||||||||
Administrative service fees | $ 30,000 | $ 30,000 | $ 90,000 | $ 80,000 | |||||
Unpaid reimbursable travel expenses | $ 5,204 | ||||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Founder shares are subject to forfeiture (in Shares) | 900,000 | ||||||||
Class B Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase price, per share (in Dollars per share) | $ 0.004 | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Founder shares are subject to forfeiture (in Shares) | 900,000 | 900,000 | |||||||
Business Combination [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Redemption price, percentage | 100% | 100% | |||||||
Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase price of founder shares | $ 25,000 | ||||||||
Purchase price, per share (in Dollars per share) | $ 0.004 | ||||||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Founder shares are subject to forfeiture (in Shares) | 750,000 | ||||||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Consideration for ordinary shares (in Shares) | 5,750,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) | Sep. 30, 2022 USD ($) |
Recurring Fair Value Measurements (Details) [Line Items] | |
Warrant liabilities | $ 1,135,344 |
U.S. Money Market [Member] | |
Recurring Fair Value Measurements (Details) [Line Items] | |
Cash in trust account | 3,992 |
U.S. Treasury Securities [Member] | |
Recurring Fair Value Measurements (Details) [Line Items] | |
Cash in trust account | 277,446,469 |
Public Warrants [Member] | |
Recurring Fair Value Measurements (Details) [Line Items] | |
Warrant liabilities | 701,960 |
Private Placement Warrants [Member] | |
Recurring Fair Value Measurements (Details) [Line Items] | |
Warrant liabilities | $ 433,384 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - Schedule of loss and fair value of held to maturity securities | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Recurring Fair Value Measurements (Details) - Schedule of loss and fair value of held to maturity securities [Line Items] | |
Carrying Value/Amortized Cost | $ 277,450,461 |
Gross Unrealized Gains | |
Gross Unrealized Losses | |
Fair Value as of September 30, 2022 | 277,610,690 |
U.S. Money Market [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of loss and fair value of held to maturity securities [Line Items] | |
Carrying Value/Amortized Cost | 3,992 |
Gross Unrealized Gains | |
Gross Unrealized Losses | |
Fair Value as of September 30, 2022 | 3,992 |
U.S. Treasury Securities [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of loss and fair value of held to maturity securities [Line Items] | |
Carrying Value/Amortized Cost | 277,446,469 |
Gross Unrealized Gains | 160,229 |
Gross Unrealized Losses | |
Fair Value as of September 30, 2022 | $ 277,606,698 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details) - Schedule of changes in the Level 3 fair value of warrants - Warrant Liabilities [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Recurring Fair Value Measurements (Details) - Schedule of changes in the Level 3 fair value of warrants [Line Items] | |||
Fair value of Private Placement Warrants, beginning balance | $ 643,846 | $ 2,221,956 | $ 4,304,340 |
Unrealized gain on change in fair value of warrants | (210,462) | (1,578,110) | (2,082,384) |
Transfer of Private Placement Warrants to Level 2 | (433,384) | ||
Fair value of Private Placement Warrants, ending balance | $ 643,846 | $ 2,221,956 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities | Sep. 30, 2022 USD ($) |
U.S. Money Market held in Trust Account [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | $ 3,992 |
U.S. Treasury Securities held in Trust Account [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | 277,606,698 |
Assets [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | 277,610,690 |
Public Warrants [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities | 701,960 |
Private Warrants [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities | 433,384 |
Warrant Liability [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities | 1,135,344 |
Quoted Prices In Active Markets (Level 1) [Member] | U.S. Money Market held in Trust Account [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | 3,992 |
Quoted Prices In Active Markets (Level 1) [Member] | U.S. Treasury Securities held in Trust Account [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | 277,606,698 |
Quoted Prices In Active Markets (Level 1) [Member] | Assets [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | 277,610,690 |
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities | 701,960 |
Quoted Prices In Active Markets (Level 1) [Member] | Private Warrants [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities | |
Quoted Prices In Active Markets (Level 1) [Member] | Warrant Liability [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities | 701,960 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Money Market held in Trust Account [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities held in Trust Account [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | |
Significant Other Observable Inputs (Level 2) [Member] | Assets [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities | |
Significant Other Observable Inputs (Level 2) [Member] | Private Warrants [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities | 433,384 |
Significant Other Observable Inputs (Level 2) [Member] | Warrant Liability [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities | 433,384 |
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Money Market held in Trust Account [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | |
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Securities held in Trust Account [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | |
Significant Other Unobservable Inputs (Level 3) [Member] | Assets [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Assets | |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities | |
Significant Other Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of company’s assets and liabilities [Line Items] | |
Liabilities |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Feb. 19, 2021 | Feb. 16, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Deferred underwriting discount percentage | 3.50% | |||
Deferred legal fees | $ 2,480,000 | |||
Business combination obligated | 145,000 | |||
Accrued services | $ 145,000 | $ 120,000 | ||
Over-Allotment Option [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Additional purchase units (in Shares) | 3,600,000 | |||
Underwriting discount in aggregate amount | $ 5,520,000 | |||
IPO [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Initial business combination | $ 9,660,000 |
Shareholders_ Equity and Rede_3
Shareholders’ Equity and Redeemable Ordinary Shares (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 19, 2021 | Feb. 16, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Shareholders’ Equity and Redeemable Ordinary Shares (Details) [Line Items] | ||||||
Preference shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||
Founder shares subject to forfeiture | 900,000 | |||||
Percentage of issued and outstanding ordinary shares | 20% | |||||
Sponsor issued shares | 276,000,000 | 451,750 | 451,750 | |||
Profit interests shares | 408,625 | 408,625 | ||||
Award granted shares | 35,500 | |||||
Weighted average fair value (in Dollars) | $ 3.17 | |||||
Share-based compensation expense (in Dollars) | $ 168,801 | $ 465,886 | ||||
Vested and unrecognized compensation expense shares | 287,852 | |||||
Vested and unrecognized compensation expense amount (in Dollars) | $ 336,731 | |||||
Weighted average period | 6 months | |||||
Class A Ordinary Shares [Member] | ||||||
Shareholders’ Equity and Redeemable Ordinary Shares (Details) [Line Items] | ||||||
Ordinary shares, authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
Consideration of ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock Share Issued | 27,600,000 | 27,600,000 | ||||
Ordinary shares, issued | ||||||
Ordinary shares, outstanding | ||||||
Sponsor issued shares | 27,600,000 | 27,600,000 | ||||
Class B Ordinary Shares [Member] | ||||||
Shareholders’ Equity and Redeemable Ordinary Shares (Details) [Line Items] | ||||||
Ordinary shares, authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||
Consideration of ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Sponsors paid (in Dollars) | $ 25,000 | |||||
Price per share (in Dollars per share) | $ 0.004 | |||||
Consideration of ordinary shares (in Dollars) | $ 5,750,000 | |||||
Consideration of ordinary shares par value (in Dollars per share) | $ 0.0001 | |||||
Aggregate of shares forfeiture | 750,000 | |||||
Stock split | 1:1.2 stock split | |||||
Aggregate founder shares | 6,900,000 | |||||
Founder shares subject to forfeiture | 900,000 | 900,000 | ||||
Shares are no longer subject to forfeiture | 900,000 | |||||
Ordinary shares, issued | 6,900,000 | 6,900,000 | 6,900,000 | |||
Ordinary shares, outstanding | 6,900,000 | 6,900,000 | 6,900,000 |
Shareholders_ Equity and Rede_4
Shareholders’ Equity and Redeemable Ordinary Shares (Details) - Schedule of black-Scholes option pricing model - Minimum [Member] | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders’ Equity and Redeemable Ordinary Shares (Details) - Schedule of black-Scholes option pricing model [Line Items] | |
Risk-free interest rate | 2.43% |
Expected term (years) | 8 months 1 day |
Expected volatility | 9.90% |
Expected dividends | 0% |