Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity Registrant Name | TWIN RIDGE CAPITAL ACQUISITION CORP. | |
Entity Central Index Key | 0001840353 | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40157 | |
Entity Tax Identification Number | 98-1577338 | |
Entity Address, Address Line One | 999 Vanderbilt Beach Road, Suite 200 | |
Entity Address, City or Town | Naples | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34108 | |
City Area Code | 212 | |
Local Phone Number | 235-0292 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | TRCA.U | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | TRCA | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 21,308,813 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | TRCA WS | |
Security Exchange Name | NYSE | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,327,203 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 1,193,162 | $ 1,714,922 |
Prepaid expenses | 183,609 | 339,697 |
Due from related party, net | 1,984 | 0 |
Total current assets | 1,378,755 | 2,054,619 |
Prepaid expenses, non-current | 0 | 57,995 |
Marketable securities held in Trust Account | 214,270,816 | 213,101,191 |
Total Assets | 215,649,571 | 215,213,805 |
Current liabilities: | ||
Accounts payable | 1,470,768 | 1,572,476 |
Due to related party, net | 0 | 222 |
Total current liabilities | 1,470,768 | 1,572,698 |
Warrant liability | 742,211 | 7,364,314 |
Deferred underwriting discount | 7,458,085 | 7,458,085 |
Total Liabilities | 9,671,064 | 16,395,097 |
Commitments | ||
Class A ordinary shares subject to possible redemption, 21,308,813 shares at redemption value of approximately $10.06 and $10.00 at September 30, 2022 and December 31, 2021, respectively | 214,270,816 | 213,101,191 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (8,292,842) | (14,283,016) |
Total Shareholders' Deficit | (8,292,309) | (14,282,483) |
Total Liabilities and Shareholders' Deficit | 215,649,571 | 215,213,805 |
Class A Ordinary Shares [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 21,308,813 shares at redemption value of approximately $10.06 and $10.00 at September 30, 2022 and December 31, 2021, respectively | 214,270,816 | 213,101,191 |
Shareholders' Deficit: | ||
Ordinary shares | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 533 | $ 533 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities and Shareholders' Deficit | ||
Ordinary shares, redemption (in shares) | 21,308,813 | |
Shareholders' Deficit: | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities and Shareholders' Deficit | ||
Ordinary shares, redemption (in shares) | 21,308,813 | 21,308,813 |
Ordinary shares, redemption price (in dollars per share) | $ 10.06 | $ 10 |
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued (in shares) | 0 | 0 |
Ordinary shares, shares outstanding (in shares) | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued (in shares) | 5,327,203 | 5,327,203 |
Ordinary shares, shares outstanding (in shares) | 5,327,203 | 5,327,203 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Loss from Operations | ||||
Formation and operating costs | $ 196,135 | $ 171,268 | $ 631,929 | $ 581,489 |
Loss from operations | (196,135) | (171,268) | (631,929) | (581,489) |
Other income (expense): | ||||
Warrant issuance costs | 0 | 0 | 0 | (539,844) |
Change in fair value of warrant liabilities | 489,003 | 2,963,749 | 6,622,103 | 7,969,445 |
Trust interest income | 937,158 | 4,379 | 1,169,625 | 7,766 |
Total other income, net | 1,426,161 | 2,968,128 | 7,791,728 | 7,437,367 |
Net income | $ 1,230,026 | $ 2,796,860 | $ 7,159,799 | $ 6,855,878 |
Ordinary Share Subject to Possible Redemption [Member] | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding (in shares) | 21,308,813 | 21,308,813 | 21,308,813 | 16,808,421 |
Diluted weighted average shares outstanding (in shares) | 21,308,813 | 21,308,813 | 21,308,813 | 16,808,421 |
Basic net income per share (in dollars per share) | $ 0.05 | $ 0.11 | $ 0.27 | $ 0.31 |
Diluted net income per share (in dollars per share) | $ 0.05 | $ 0.11 | $ 0.27 | $ 0.31 |
Non-redeemable Ordinary Share [Member] | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding (in shares) | 5,327,203 | 5,327,203 | 5,327,203 | 5,205,599 |
Diluted weighted average shares outstanding (in shares) | 5,327,203 | 5,327,203 | 5,327,203 | 5,205,599 |
Basic net income per share (in dollars per share) | $ 0.05 | $ 0.11 | $ 0.27 | $ 0.31 |
Diluted net income per share (in dollars per share) | $ 0.05 | $ 0.11 | $ 0.27 | $ 0.31 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [Member] Class A Ordinary Shares [Member] | Ordinary Shares [Member] Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Class A Ordinary Shares [Member] |
Beginning balance at Jan. 06, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (in shares) at Jan. 06, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Class B ordinary shares issued to Sponsor | $ 0 | $ 575 | 24,425 | 0 | 25,000 | |
Class B ordinary shares issued to Sponsor (in shares) | 0 | 5,750,000 | ||||
Proceeds received in excess of fair value of private placement warrants | $ 0 | $ 0 | 894,382 | 0 | 894,382 | |
Remeasurement/Accretion of Class A ordinary shares to redemption value | 0 | 0 | (918,807) | (20,186,883) | (21,105,690) | |
Net income (loss) | 0 | 0 | 0 | (603,511) | (603,511) | |
Ending balance at Mar. 31, 2021 | $ 0 | $ 575 | 0 | (20,790,394) | (20,789,819) | |
Ending balance (in shares) at Mar. 31, 2021 | 0 | 5,750,000 | ||||
Beginning balance at Jan. 06, 2021 | $ 0 | $ 0 | 0 | 0 | 0 | |
Beginning balance (in shares) at Jan. 06, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Remeasurement/Accretion of Class A ordinary shares to redemption value | (13,088,130) | |||||
Net income (loss) | 6,855,878 | |||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 533 | 0 | (13,330,963) | (13,330,430) | |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 5,327,203 | ||||
Beginning balance at Mar. 31, 2021 | $ 0 | $ 575 | 0 | (20,790,394) | (20,789,819) | |
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Forfeiture of Class B ordinary shares | $ 0 | $ (42) | 0 | 42 | 0 | |
Forfeiture of Class B ordinary shares (in shares) | (422,797) | |||||
Net income (loss) | 0 | $ 0 | 0 | 4,662,529 | 4,662,529 | |
Ending balance at Jun. 30, 2021 | $ 0 | $ 533 | 0 | (16,127,823) | (16,127,290) | |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 5,327,203 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | $ 0 | 0 | 2,796,860 | 2,796,860 | |
Ending balance at Sep. 30, 2021 | $ 0 | $ 533 | 0 | (13,330,963) | (13,330,430) | |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 5,327,203 | ||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 533 | 0 | (14,283,016) | (14,282,483) | |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 5,327,203 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Remeasurement/Accretion of Class A ordinary shares to redemption value | $ 0 | $ 0 | 0 | (5,256) | (5,256) | |
Net income (loss) | 0 | 0 | 0 | 3,967,813 | 3,967,813 | |
Ending balance at Mar. 31, 2022 | $ 0 | $ 533 | 0 | (10,320,459) | (10,319,926) | |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 5,327,203 | ||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 533 | 0 | (14,283,016) | (14,282,483) | |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 5,327,203 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Remeasurement/Accretion of Class A ordinary shares to redemption value | (1,169,625) | $ (1,169,625) | ||||
Net income (loss) | 7,159,799 | |||||
Ending balance at Sep. 30, 2022 | $ 0 | $ 533 | 0 | (8,292,842) | (8,292,309) | |
Ending balance (in shares) at Sep. 30, 2022 | 0 | 5,327,203 | ||||
Beginning balance at Mar. 31, 2022 | $ 0 | $ 533 | 0 | (10,320,459) | (10,319,926) | |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 5,327,203 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Remeasurement/Accretion of Class A ordinary shares to redemption value | $ 0 | $ 0 | 0 | (227,211) | (227,211) | |
Net income (loss) | 0 | 0 | 0 | 1,961,960 | 1,961,960 | |
Ending balance at Jun. 30, 2022 | $ 0 | $ 533 | 0 | (8,585,710) | (8,585,177) | |
Ending balance (in shares) at Jun. 30, 2022 | 0 | 5,327,203 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Remeasurement/Accretion of Class A ordinary shares to redemption value | $ 0 | $ 0 | 0 | (937,158) | (937,158) | |
Net income (loss) | 0 | 0 | 0 | 1,230,026 | 1,230,026 | |
Ending balance at Sep. 30, 2022 | $ 0 | $ 533 | $ 0 | $ (8,292,842) | $ (8,292,309) | |
Ending balance (in shares) at Sep. 30, 2022 | 0 | 5,327,203 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 7,159,799 | $ 6,855,878 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Trust interest income | (1,169,625) | (7,766) |
Change in fair value of warrant liabilities | (6,622,103) | (7,969,445) |
Warrant issuance costs | 0 | 539,844 |
Changes in current assets and liabilities: | ||
Prepaid expenses | 214,083 | (481,332) |
Accounts payable | (101,708) | 51,983 |
Due from related party | (1,984) | 0 |
Due to related party | (222) | 136 |
Net cash used in operating activities | (521,760) | (1,010,702) |
Cash Flows from Investing Activities: | ||
Marketable securities held in Trust Account | 0 | (213,088,130) |
Net cash used in investing activities | 0 | (213,088,130) |
Cash Flows from Financing Activities: | ||
Proceeds from Initial Public Offering, net of underwriters' fees | 0 | 208,826,366 |
Proceeds from private placement | 0 | 7,661,764 |
Proceeds from issuance of founder shares | 0 | 25,000 |
Repayment to promissory note to related party | 0 | (60,094) |
Payments of offering costs | 0 | (491,224) |
Net cash provided by financing activities | 0 | 215,961,812 |
Net Change in Cash | (521,760) | 1,862,980 |
Cash - Beginning | 1,714,922 | 0 |
Cash - Ending | 1,193,162 | 1,862,980 |
Non-Cash Investing and Financing Activities: | ||
Deferred underwriting commissions charged to additional paid in capital | 0 | 7,458,085 |
Remeasurement of Class A ordinary shares subject to possible redemption | 1,169,625 | 13,088,130 |
Initial value of Class A ordinary shares subject to possible redemption | 0 | 200,000,000 |
Initial classification of warrant liability | 0 | 16,141,749 |
Deferred offering costs paid by Sponsor loan | $ 0 | $ 60,094 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. Organization and Business Operations Organization and General Twin Ridge Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on January 7, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from January 7, 2021 (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 Initial Public Offering (as defined below), 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 cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense). The Company’s sponsor is Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on March 3, 2021 (the “Effective Date”). On March 8, 2021, the Company consummated the IPO of 20,000,000 units (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 $200,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,933,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,400,000, which is discussed in Note 4. Transaction costs amounted to $11,551,318 consisting of $4,000,000 of underwriting discount, $7,000,000 of deferred underwriting discount, and $551,318 of other offering costs. The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $13,088,130, and incurred $261,764 in cash underwriting fees and $458,085 in deferred underwriting fees. Trust Account Following the closing of the IPO on March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered 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 provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its 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 the rights of holders of the Class A ordinary shares, and (c) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. Initial Business Combination The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the 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 of 1940, as amended, or the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company has not consummated an 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 The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 6), (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the Combination Period), and (iv) vote their Founder Shares and public shares 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 for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern and Liquidity As of September 30, 2022, the Company had approximately $1.2 million in its operating bank account and working capital deficit of approximately $0.1 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the Founder Shares (see Note 5), and the loan under an unsecured promissory note from the Sponsor of $60,094 (see Note 5). The Company fully paid the note to the Sponsor on March 15, 2021. Subsequent to the consummation of the Initial Public Offering 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. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through March 8, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. On February 24, 2022, Russian forces launched significant military action against Ukraine, and sustained conflict and disruption in the region is possible. The impact to Ukraine as well as actions taken by other countries, including new and stricter sanctions imposed by Canada, the United Kingdom, the European Union, the United States, and other countries and companies and organizations against officials, individuals, regions, and industries in Russia and Ukraine, and actions taken by Russia in response to such sanctions, and each country’s potential response to such sanctions, tensions, and military actions could have a material adverse effect on the Company’s ability to complete the Business Combination. Any such material adverse effect from the conflict and enhanced sanctions activity may include reduced trading and business activity levels, disruption of financial markets, increased costs, disruption of services, inability to complete financial or banking transactions, and inability to service existing or new customers in the region. Prolonged unrest, military activities, or broad-based sanctions, should they be implemented, could have a material adverse effect on the Company’s ability to complete the Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 15, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 statement with another public company which 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the future. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statement of operations. The estimated fair value of investments held in Trust Account are determined using available market information. 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, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of September 30, 2022 and December 31, 2021 due to the short maturities of such instruments. The fair value of the Private Placement Warrants Private Placement Warrants See Note 6 for additional information on assets and liabilities measured at fair value. 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 All of the 21,308,813 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 and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 213,088,130 Less: Proceeds allocated to Public Warrants (9,374,367 ) Class A ordinary shares issuance costs (11,731,323 ) Plus: Accretion of carrying value to redemption value 21,105,690 Remeasurement of Class A ordinary shares to redemption value 13,061 Class A ordinary shares subject to possible redemption – 213,101,191 Plus: Remeasurement of Class A ordinary shares to redemption value 1,169,625 Class A ordinary shares subject to possible redemption – September 30, 2022 $ 214,270,816 Net Income Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 12,210,780 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 7, 2021 (Inception) through September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 984,021 $ 246,005 $ 2,237,488 $ 559,372 Denominator: Weighted-average shares outstanding 21,308,813 5,327,203 21,308,813 5,327,203 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.11 $ 0.11 For the Nine Months Ended September 30, 2022 For the Period from January 7, 2021 (Inception) Through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 5,727,839 $ 1,431,960 $ 5,234,686 $ 1,621,192 Denominator: Weighted-average shares outstanding 21,308,813 5,327,203 16,808,421 5,205,599 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.31 $ 0.31 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. Offering costs are 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 liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to the shareholders’ deficit. The Company incurred offering costs amounting to $12,271,167 as a result of the IPO consisting of a $4,261,764 underwriting fee $7,458,085 of deferred underwriting fees and $551,318 of other offering costs. The Company recorded $11,731,323 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $539,844 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The initial fair value of the Private and Public Warrants were estimated using a Monte Carlo simulation (see Note 6). Income Taxes The Company accounts for income taxes under FASB 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 7, 2021 (Inception). The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. 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 unaudited condensed 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 on March 8, 2021, the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units. Following the closing of the IPO on March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. 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 Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of one year 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, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act, and in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably 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 this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to 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 a minimum of 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 (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three 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 the Company’s Class A ordinary shares except as otherwise described above; ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three ● if the closing price of the Class A ordinary shares for any trading days within a -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 $ per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2022 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | Note 4. Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,400,000, in a private placement. The proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. Pursuant to the underwriters’ partial exercise of the over-allotment option on March 10, 2021, the Sponsor purchased an additional 174,509 Private Placement Warrants. 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 so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. 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 warrants included in the Units being sold in the IPO. |
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 On January 12, 2021, 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 are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On February 23, 2021, 20,000 shares were transferred to each of the three independent directors. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units. As a result, 422,797 founder shares were forfeited on April 19, 2021. In February 2021, the Sponsor transferred its interests representing a total of 60,000 Class B ordinary shares of the Company to three independent directors of the Company for per share consideration equal to the amount paid by the Sponsor to the Company for each founder share. Pursuant to the terms of the agreements governing these transfers, if the transferee ceases to serve as a director of the Company prior to the completion of the Company’s initial Business Combination, the Sponsor has the option to repurchase the founder shares from such transferee for the same per share consideration paid by the transferee for the initial transfer. The Sponsor’s option to repurchase the founder shares shall expire upon the consummation of the Company’s initial Business Combination. The sale of the founders shares to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the shares sold to the Company’s directors was $300,490 or approximately $5.01 per share. The founders’ shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the founders’ shares is recognized only when the performance condition is probable of occurrence. As of September 30, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no share-based compensation expense has been recognized. Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of founders shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the founder shares. The Sponsor, directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, 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 its public shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Due from Related Parties The balance of $1,984 as of September 30, 2022 represents the $2,973 tax paid by the Company on behalf of the Sponsor, net of the $989 operating expenses paid by the Sponsor on behalf of the Company. Due to Related Parties The balance of $222 as of December 31, 2021 represents operating expenses paid by the Sponsor on behalf of the Company Promissory Note — Related Party On January 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of November 30, 2021 or the closing of the IPO. During the period from January 12, 2021 through September 30, 2021, the Company had borrowed $60,094 under the promissory note. On March 15, 2021, the Company paid the promissory note in full and overpaid $15,771, which was recorded as a receivable from Sponsor on the balance sheet. The Sponsor returned the overpayment to the Company on May 10, 2021. Working Capital Loans 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. 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 of the post-Business Combination entity 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 that the Company’s securities are first listed on NYSE, the Company will reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company recorded $30,000 and $90,000 for the three and nine months ended September 30, 2022, respectively. The Company recorded $30,000 and $70,000 during the three months ended September 30, 2021 and for the period from January 7, 2021 (Inception) through September 30, 2021, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 6. 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 December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities held in Trust Account $ 214,270,816 $ 214,270,816 $ — $ — $ 214,270,816 $ 214,270,816 $ — $ — Liabilities: Warrant Liability –Public Warrants $ 426,887 $ 426,887 $ — $ — Warrant Liability – Private Placement Warrants 315,324 — — 315,324 $ 742,211 $ 426,887 $ — $ 315,324 December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities held in Trust Account $ 213,101,191 $ 213,101,191 $ — $ — $ 213,101,191 $ 213,101,191 $ — $ — Liabilities: Warrant Liability –Public Warrants $ 4,261,763 $ 4,261,763 $ — $ — Warrant Liability – Private Placement Warrants 3,102,551 — — 3,102,551 $ 7,364,314 $ 4,261,763 $ — $ 3,102,551 Initial Measurement The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants at September 30, 2022 and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of September 30, 2022 and December 31, 2021, the aggregate value of Public Warrants was $426,887 and $4,261,763, respectively. The estimated fair value of the Private Placement Warrants on September 30, 2022 and December 31, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-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. The key inputs into the Monte Carlo simulation model for the warrant liability were as follows: Input September 30, 2022 December 31, 2021 Expected term (years) 5.42 6.48 Expected volatility 5.10 % 12.40 % Risk-free interest rate 4.04 % 1.40 % Fair value of the ordinary share price $ 9.92 $ 9.69 The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 7, 2021 (inception) through September 30, 2021: September 30, 2022 Fair value as of January 1, 2022 $ 3,102,551 Revaluation of warrant liability included in other income within the statements of operations (1,757,961 ) Fair value as of March 31, 2022 1,344,590 Revaluation of warrant liability included in other income within the statements of operations (823,670 ) Fair value as of June 30, 2022 520,920 Revaluation of warrant liability included in other income within the statements of operations (205,596 ) Fair value as of September 30, 2022 $ 315,324 September 30, 2021 Fair value as of January 7, 2021 (inception) $ — Initial fair value of warrant liability upon issuance at IPO 15,334,757 Initial fair value of warrant liability upon issuance at over-allotment 806,992 Revaluation of warrant liability included in other income within the statements of operations (5,835 ) Fair value as of March 31, 2021 16,135,914 Transfer out of Level 3 to Level 1 (6,440,945 ) Revaluation of warrant liability included in other income within the statements of operations (4,999,861 ) Fair value as of June 30, 2021 4,695,108 Revaluation of warrant liability included in other income within the statements of operations (1,246,258 ) Fair value as of September 30, 2021 $ 3,448,850 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Registration and Shareholders Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on March 3, 2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from March 3, 2021 to purchase up to an additional 3,000,000 Units to cover over-allotments. On March 8, 2021, the Company paid a fixed underwriting discount of $4,000,000, which was calculated as two percent (2%) of the gross proceeds of the IPO. 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 $7,000,000, upon the completion of the Company’s initial Business Combination. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units. The option to purchase the remaining 1,691,187 Units was unexercised and expired on April 19, 2021. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
SHAREHOLDERS' DEFICIT [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares - The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were none Class A ordinary shares issued and outstanding, excluding 21,308,813 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. At September 30, 2022 and December 31, 2021, there were 5,327,203 Class B ordinary shares issued and outstanding. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units. As a result, 422,797 founder shares were forfeited on April 19, 2021. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
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 unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 15, 2022. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the future. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statement of operations. The estimated fair value of investments held in Trust Account are determined using available market information. |
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, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of September 30, 2022 and December 31, 2021 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 All of the 21,308,813 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 and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 213,088,130 Less: Proceeds allocated to Public Warrants (9,374,367 ) Class A ordinary shares issuance costs (11,731,323 ) Plus: Accretion of carrying value to redemption value 21,105,690 Remeasurement of Class A ordinary shares to redemption value 13,061 Class A ordinary shares subject to possible redemption – 213,101,191 Plus: Remeasurement of Class A ordinary shares to redemption value 1,169,625 Class A ordinary shares subject to possible redemption – September 30, 2022 $ 214,270,816 |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 12,210,780 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 7, 2021 (Inception) through September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 984,021 $ 246,005 $ 2,237,488 $ 559,372 Denominator: Weighted-average shares outstanding 21,308,813 5,327,203 21,308,813 5,327,203 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.11 $ 0.11 For the Nine Months Ended September 30, 2022 For the Period from January 7, 2021 (Inception) Through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 5,727,839 $ 1,431,960 $ 5,234,686 $ 1,621,192 Denominator: Weighted-average shares outstanding 21,308,813 5,327,203 16,808,421 5,205,599 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.31 $ 0.31 |
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. Offering costs are 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 liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to the shareholders’ deficit. The Company incurred offering costs amounting to $12,271,167 as a result of the IPO consisting of a $4,261,764 underwriting fee $7,458,085 of deferred underwriting fees and $551,318 of other offering costs. The Company recorded $11,731,323 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $539,844 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The initial fair value of the Private and Public Warrants were estimated using a Monte Carlo simulation (see Note 6). |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 7, 2021 (Inception). The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. 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 unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Reconciliation of Common Stock Subject to Possible Redemption | As of September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 213,088,130 Less: Proceeds allocated to Public Warrants (9,374,367 ) Class A ordinary shares issuance costs (11,731,323 ) Plus: Accretion of carrying value to redemption value 21,105,690 Remeasurement of Class A ordinary shares to redemption value 13,061 Class A ordinary shares subject to possible redemption – 213,101,191 Plus: Remeasurement of Class A ordinary shares to redemption value 1,169,625 Class A ordinary shares subject to possible redemption – September 30, 2022 $ 214,270,816 |
Basic and Diluted Net Income Per Ordinary Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 984,021 $ 246,005 $ 2,237,488 $ 559,372 Denominator: Weighted-average shares outstanding 21,308,813 5,327,203 21,308,813 5,327,203 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.11 $ 0.11 For the Nine Months Ended September 30, 2022 For the Period from January 7, 2021 (Inception) Through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 5,727,839 $ 1,431,960 $ 5,234,686 $ 1,621,192 Denominator: Weighted-average shares outstanding 21,308,813 5,327,203 16,808,421 5,205,599 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.31 $ 0.31 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | 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 December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities held in Trust Account $ 214,270,816 $ 214,270,816 $ — $ — $ 214,270,816 $ 214,270,816 $ — $ — Liabilities: Warrant Liability –Public Warrants $ 426,887 $ 426,887 $ — $ — Warrant Liability – Private Placement Warrants 315,324 — — 315,324 $ 742,211 $ 426,887 $ — $ 315,324 December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities held in Trust Account $ 213,101,191 $ 213,101,191 $ — $ — $ 213,101,191 $ 213,101,191 $ — $ — Liabilities: Warrant Liability –Public Warrants $ 4,261,763 $ 4,261,763 $ — $ — Warrant Liability – Private Placement Warrants 3,102,551 — — 3,102,551 $ 7,364,314 $ 4,261,763 $ — $ 3,102,551 |
Fair Value Measurement Inputs | The key inputs into the Monte Carlo simulation model for the warrant liability were as follows: Input September 30, 2022 December 31, 2021 Expected term (years) 5.42 6.48 Expected volatility 5.10 % 12.40 % Risk-free interest rate 4.04 % 1.40 % Fair value of the ordinary share price $ 9.92 $ 9.69 |
Change in Fair Value of Warrant Liabilities | The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 7, 2021 (inception) through September 30, 2021: September 30, 2022 Fair value as of January 1, 2022 $ 3,102,551 Revaluation of warrant liability included in other income within the statements of operations (1,757,961 ) Fair value as of March 31, 2022 1,344,590 Revaluation of warrant liability included in other income within the statements of operations (823,670 ) Fair value as of June 30, 2022 520,920 Revaluation of warrant liability included in other income within the statements of operations (205,596 ) Fair value as of September 30, 2022 $ 315,324 September 30, 2021 Fair value as of January 7, 2021 (inception) $ — Initial fair value of warrant liability upon issuance at IPO 15,334,757 Initial fair value of warrant liability upon issuance at over-allotment 806,992 Revaluation of warrant liability included in other income within the statements of operations (5,835 ) Fair value as of March 31, 2021 16,135,914 Transfer out of Level 3 to Level 1 (6,440,945 ) Revaluation of warrant liability included in other income within the statements of operations (4,999,861 ) Fair value as of June 30, 2021 4,695,108 Revaluation of warrant liability included in other income within the statements of operations (1,246,258 ) Fair value as of September 30, 2021 $ 3,448,850 |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details) | 9 Months Ended | 12 Months Ended | ||||
Mar. 10, 2021 USD ($) shares | Mar. 08, 2021 USD ($) $ / shares shares | Jan. 12, 2021 USD ($) | Sep. 30, 2022 USD ($) Business $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Organization and Business Operations [Abstract] | ||||||
Gross proceeds from initial public offering | $ 0 | $ 208,826,366 | ||||
Gross proceeds from private placement | 0 | 7,661,764 | ||||
Transaction costs | $ 11,551,318 | |||||
Underwriting discount | 4,000,000 | |||||
Deferred underwriting discount | 7,000,000 | |||||
Other costs | 551,318 | |||||
Net proceeds from Initial Public Offering and Private Placement | $ 213,088,130 | $ 0 | 213,088,130 | |||
Unit price, Initial Public Offering and Private Placement (in dollars per share) | $ / shares | $ 10 | |||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | |||||
Period to complete business combination from closing of initial public offering | 24 months | |||||
Period to redeem public shares if business combination is not completed within Initial combination period | 10 days | |||||
Cash | $ 1,193,162 | $ 1,714,922 | ||||
Working capital (deficit) | (100,000) | |||||
Capital contribution | 0 | $ 25,000 | ||||
Promissory Note [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Proceeds from sponsor | 60,094 | |||||
Sponsor [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Capital contribution | $ 25,000 | 25,000 | ||||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Outstanding under working capital loans | $ 0 | |||||
Minimum [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Number of operating businesses included in initial business combination | Business | 1 | |||||
Fair market value as percentage of net assets held in Trust Account included in initial business combination | 80% | |||||
Post-transaction ownership percentage of the target business | 50% | |||||
Maximum [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Interest on Trust Account to be held to pay dissolution expenses | $ 100,000 | |||||
Initial Public Offering [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Gross proceeds from initial public offering | $ 213,088,130 | |||||
Underwriting discount | $ 4,000,000 | |||||
Deferred underwriting discount | $ 7,000,000 | |||||
Net proceeds from Initial Public Offerings Placement per unit (in dollars per share) | $ / shares | $ 10 | |||||
Initial Public Offering [Member] | Maximum [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Net proceeds from Initial Public Offerings Placement per unit (in dollars per share) | $ / shares | $ 10 | |||||
Initial Public Offering [Member] | Public Shares [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Units issued (in shares) | shares | 20,000,000 | |||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||
Gross proceeds from initial public offering | $ 200,000,000 | |||||
Over-Allotment Option [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Units issued (in shares) | shares | 1,308,813 | |||||
Gross proceeds from initial public offering | $ 13,088,130 | |||||
Underwriting discount | 261,764 | |||||
Deferred underwriting discount | $ 458,085 | |||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||||
Over-Allotment Option [Member] | Maximum [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Units issued (in shares) | shares | 3,000,000 | |||||
Over-Allotment Option [Member] | Private Placement Warrant [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Units issued (in shares) | shares | 174,509 | |||||
Private Placement [Member] | Private Placement Warrant [Member] | ||||||
Organization and Business Operations [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 1.5 | |||||
Warrants issued (in shares) | shares | 4,933,333 | |||||
Gross proceeds from private placement | $ 7,400,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 08, 2021 | |
Ordinary Shares Subject to Possible Redemption [Abstract] | ||||||||
Shares subject to possible redemption (in shares) | 21,308,813 | 21,308,813 | ||||||
Reconciliation of Common Stock Subject to Possible Redemption [Abstract] | ||||||||
Gross proceeds from IPO | $ 0 | $ 208,826,366 | ||||||
Class A ordinary shares issuance costs | $ (11,551,318) | |||||||
Remeasurement of Class A ordinary shares to redemption value | $ 937,158 | $ 227,211 | $ 5,256 | $ 21,105,690 | 1,169,625 | $ 13,088,130 | ||
Class A ordinary shares subject to possible redemption | $ 214,270,816 | $ 214,270,816 | $ 213,101,191 | |||||
Class A Ordinary Shares [Member] | ||||||||
Ordinary Shares Subject to Possible Redemption [Abstract] | ||||||||
Shares subject to possible redemption (in shares) | 21,308,813 | 21,308,813 | 21,308,813 | |||||
Reconciliation of Common Stock Subject to Possible Redemption [Abstract] | ||||||||
Accretion of carrying value to redemption value | $ 21,105,690 | |||||||
Remeasurement of Class A ordinary shares to redemption value | $ 1,169,625 | 13,061 | ||||||
Class A ordinary shares subject to possible redemption | $ 214,270,816 | $ 214,270,816 | 213,101,191 | |||||
Initial Public Offering [Member] | ||||||||
Reconciliation of Common Stock Subject to Possible Redemption [Abstract] | ||||||||
Gross proceeds from IPO | 213,088,130 | |||||||
Initial Public Offering [Member] | Public Warrant [Member] | ||||||||
Reconciliation of Common Stock Subject to Possible Redemption [Abstract] | ||||||||
Proceeds allocated to Public Warrants | (9,374,367) | |||||||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||||||
Reconciliation of Common Stock Subject to Possible Redemption [Abstract] | ||||||||
Class A ordinary shares issuance costs | $ (11,731,323) | $ (12,271,167) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Shares excluded in calculation of diluted loss per share (in shares) | 12,210,780 | 12,210,780 | 12,210,780 | 12,210,780 |
Class A [Member] | ||||
Numerator [Abstract] | ||||
Allocation of net income | $ 984,021 | $ 2,237,488 | $ 5,727,839 | $ 5,234,686 |
Denominator Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 21,308,813 | 21,308,813 | 21,308,813 | 16,808,421 |
Diluted weighted average shares outstanding (in shares) | 21,308,813 | 21,308,813 | 21,308,813 | 16,808,421 |
Basic net income per share (in dollars per share) | $ 0.05 | $ 0.11 | $ 0.27 | $ 0.31 |
Diluted net income per share (in dollars per share) | $ 0.05 | $ 0.11 | $ 0.27 | $ 0.31 |
Class B [Member] | ||||
Numerator [Abstract] | ||||
Allocation of net income | $ 246,005 | $ 559,372 | $ 1,431,960 | $ 1,621,192 |
Denominator Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 5,327,203 | 5,327,203 | 5,327,203 | 5,205,599 |
Diluted weighted average shares outstanding (in shares) | 5,327,203 | 5,327,203 | 5,327,203 | 5,205,599 |
Basic net income per share (in dollars per share) | $ 0.05 | $ 0.11 | $ 0.27 | $ 0.31 |
Diluted net income per share (in dollars per share) | $ 0.05 | $ 0.11 | $ 0.27 | $ 0.31 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($) | Mar. 08, 2021 | Dec. 31, 2021 |
Offering Costs [Abstract] | ||
Offering costs | $ 11,551,318 | |
Underwriting fees | 4,000,000 | |
Deferred underwriting fees | 7,000,000 | |
Other Offering Costs | 551,318 | |
Initial Public Offering [Member] | ||
Offering Costs [Abstract] | ||
Underwriting fees | 4,000,000 | |
Deferred underwriting fees | 7,000,000 | |
Offering costs allocated to issuance of warrants | 539,844 | |
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||
Offering Costs [Abstract] | ||
Offering costs | 12,271,167 | $ 11,731,323 |
Underwriting fees | 4,261,764 | |
Deferred underwriting fees | 7,458,085 | |
Other Offering Costs | 551,318 | |
Offering costs included in Equity | $ 11,731,323 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 9 Months Ended | |||
Mar. 10, 2021 | Mar. 08, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Initial Public Offering [Abstract] | ||||
Period for warrants to become exercisable | 30 days | |||
Expiration period of warrants | 5 years | |||
Net proceeds from Initial Public Offering and Private Placement | $ 213,088,130 | $ 0 | $ 213,088,130 | |
Unit price, Initial Public Offering and Private Placement (in dollars per share) | $ 10 | |||
Warrants [Abstract] | ||||
Expiration period of warrants | 5 years | |||
Minimum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Period for warrants to become exercisable | 30 days | |||
Maximum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Period for warrants to become exercisable | 12 months | |||
Public Warrant [Member] | ||||
Initial Public Offering [Abstract] | ||||
Expiration period of warrants | 5 years | |||
Warrants [Abstract] | ||||
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | |||
Period to exercise warrants after closing of Initial Public Offering | 1 year | |||
Period to exercise warrants after Business Combination | 30 days | |||
Expiration period of warrants | 5 years | |||
Period to file registration statement after initial Business Combination | 20 days | |||
Period for registration statement to become effective | 60 days | |||
Class A Ordinary Shares [Member] | ||||
Warrants [Abstract] | ||||
Threshold consecutive trading days | 30 days | |||
Threshold trading days | 20 days | |||
Class A Ordinary Shares [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 12 | |||
Class A Ordinary Shares [Member] | Public Warrant [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Warrants exercise price (in dollars per share) | $ 11.5 | |||
Class A Ordinary Shares [Member] | Public Warrant [Member] | Maximum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | |||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Percentage multiplier | 180% | |||
Warrant redemption price (in dollars per share) | $ 0.01 | |||
Threshold consecutive trading days | 30 days | |||
Threshold trading days | 20 days | |||
Redemption period | 30 days | |||
Notice period to redeem warrants | 30 days | |||
Number of trading days to sends the notice of redemption | 3 days | |||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Public Warrant [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 18 | |||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Warrant redemption price (in dollars per share) | $ 0.1 | |||
Threshold consecutive trading days | 30 days | |||
Threshold trading days | 20 days | |||
Notice period to redeem warrants | 30 days | |||
Number of trading days to sends the notice of redemption | 3 days | |||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 10 | |||
Trading day period to calculate volume weighted average trading price | 20 days | |||
Trading day period to calculate volume weighted average trading price following notice of redemption | 10 days | |||
Initial Public Offering [Member] | Public Shares [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 20,000,000 | |||
Unit price (in dollars per share) | $ 10 | |||
Initial Public Offering [Member] | Public Warrant [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities called by each Unit (in shares) | 0.33 | |||
Warrants exercise price (in dollars per share) | $ 11.5 | |||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities called by each Unit (in shares) | 1 | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 1,308,813 | |||
Over-Allotment Option [Member] | Maximum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 3,000,000 | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Percentage multiplier | 115% | |||
Warrant redemption price (in dollars per share) | $ 18 | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Public Warrant [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60% | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Trading day period to calculate volume weighted average trading price following notice of redemption | 20 days | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Public Warrant [Member] | Maximum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 9.2 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 9 Months Ended | ||
Mar. 10, 2021 | Mar. 08, 2021 | Sep. 30, 2022 | |
Private Placement Warrants [Abstract] | |||
Period for warrants to become exercisable | 30 days | ||
Private Placement Warrant [Member] | |||
Private Placement Warrants [Abstract] | |||
Period for warrants to become exercisable | 30 days | ||
Private Placement [Member] | Private Placement Warrant [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 4,933,333 | ||
Share price (in dollars per share) | $ 1.5 | ||
Gross proceeds from issuance of warrants | $ 7,400,000 | ||
Over-Allotment Option [Member] | |||
Private Placement Warrants [Abstract] | |||
Units issued (in shares) | 1,308,813 | ||
Over-Allotment Option [Member] | Private Placement Warrant [Member] | |||
Private Placement Warrants [Abstract] | |||
Units issued (in shares) | 174,509 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | 9 Months Ended | ||||||
Apr. 19, 2021 shares | Mar. 10, 2021 shares | Feb. 23, 2021 USD ($) Director $ / shares shares | Jan. 12, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares | |
Founder Shares [Abstract] | |||||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 0 | $ 25,000 | |||||
Over-Allotment Option [Member] | |||||||
Founder Shares [Abstract] | |||||||
Units issued (in shares) | 1,308,813 | ||||||
Class A Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Threshold trading days | 20 days | ||||||
Threshold consecutive trading days | 30 days | ||||||
Class A Ordinary Shares [Member] | Minimum [Member] | |||||||
Founder Shares [Abstract] | |||||||
Share price (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold period after initial Business Combination | 150 days | ||||||
Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||||
Founder Shares [Abstract] | |||||||
Units issued (in shares) | 1,308,813 | ||||||
Number of shares forfeited (in shares) | 422,797 | ||||||
Sponsor [Member] | |||||||
Founder Shares [Abstract] | |||||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | $ 25,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.004 | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Class B ordinary shares issued to Sponsor (in shares) | 5,750,000 | ||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Stock conversion basis at time of business combination | 1 year | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||||
Founder Shares [Abstract] | |||||||
Number of shares subject to forfeiture (in shares) | 750,000 | ||||||
Director [Member] | |||||||
Founder Shares [Abstract] | |||||||
Number of independent directors | Director | 3 | ||||||
Director [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 300,490 | ||||||
Class B ordinary shares issued to Sponsor (in shares) | 60,000 | ||||||
Share price (in dollars per share) | $ / shares | $ 5.01 | ||||||
Share-based compensation expense recognized | $ | $ 0 | ||||||
Director One [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Class B ordinary shares issued to Sponsor (in shares) | 20,000 | ||||||
Director Two [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Class B ordinary shares issued to Sponsor (in shares) | 20,000 | ||||||
Director Three [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Class B ordinary shares issued to Sponsor (in shares) | 20,000 |
RELATED PARTY TRANSACTIONS, Due
RELATED PARTY TRANSACTIONS, Due From/To Related Parties (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Due to Related Parties [Abstract] | ||
Due from related party, net | $ 1,984 | $ 0 |
Due to related party, net | 0 | 222 |
Sponsor [Member] | Tax [Member] | ||
Due to Related Parties [Abstract] | ||
Due from related party, net | 1,984 | |
Related party transaction | 2,973 | |
Sponsor [Member] | Operating Expenses [Member] | ||
Due to Related Parties [Abstract] | ||
Related party transaction | $ 989 | |
Due to related party, net | $ 222 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Jan. 12, 2021 | |
Related Party Transactions [Abstract] | |||
Receivable from Sponsor | $ 1,984 | $ 0 | |
Sponsor [Member] | Promissory Note [Member] | |||
Related Party Transactions [Abstract] | |||
Amount agreed to loan | $ 300,000 | ||
Proceeds from sponsor | 60,094 | ||
Receivable from Sponsor | $ 15,771 |
RELATED PARTY TRANSACTIONS, Wor
RELATED PARTY TRANSACTIONS, Working Capital Loans (Details) - Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Borrowings outstanding | $ 0 | |
Working Capital Loans [Member] | ||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Conversion Price, Price per Share (in dollars per share) | $ 1.5 | |
Borrowings outstanding | $ 0 | $ 0 |
Working Capital Loans [Member] | Maximum [Member] | ||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 |
RELATED PARTY TRANSACTIONS, Adm
RELATED PARTY TRANSACTIONS, Administrative Service Fee (Details) - Sponsor [Member] - Administrative Support Agreement [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 10,000 | |||
Related party expense | $ 30,000 | $ 30,000 | $ 90,000 | $ 70,000 |
FAIR VALUE MEASUREMENTS, Valuat
FAIR VALUE MEASUREMENTS, Valuation Techniques (Details) - Recurring [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets [Abstract] | ||
Marketable securities held in Trust Account | $ 214,270,816 | $ 213,101,191 |
Total | 214,270,816 | 213,101,191 |
Liabilities [Abstract] | ||
Total Liabilities | 742,211 | 7,364,314 |
Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 426,887 | 4,261,763 |
Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 315,324 | 3,102,551 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | 214,270,816 | 213,101,191 |
Total | 214,270,816 | 213,101,191 |
Liabilities [Abstract] | ||
Total Liabilities | 426,887 | 4,261,763 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 426,887 | 4,261,763 |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | 0 | 0 |
Total | 0 | 0 |
Liabilities [Abstract] | ||
Total Liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | 0 | 0 |
Total | 0 | 0 |
Liabilities [Abstract] | ||
Total Liabilities | 315,324 | 3,102,551 |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 315,324 | $ 3,102,551 |
FAIR VALUE MEASUREMENTS, Inputs
FAIR VALUE MEASUREMENTS, Inputs for Warrant Liability (Details) | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares |
Fair Value Measurements [Abstract] | ||
Expected term | 5 years | |
Expected Dividend Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ | 0 | 0 |
Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Expected term | 5 years 5 months 1 day | 6 years 5 months 23 days |
Warrants [Member] | Expected Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.051 | 0.124 |
Warrants [Member] | Risk-free Interest Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0404 | 0.014 |
Warrants [Member] | Fair Value of the Ordinary Share Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 9.92 | $ 9.69 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Change in Fair Value of Warrant Liabilities (Details) - Derivative Warrant, Liabilities [Member] - USD ($) | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Fair value as of beginning balance | $ 520,920 | $ 1,344,590 | $ 3,102,551 | $ 4,695,108 | $ 16,135,914 | $ 0 |
Transfer out of Level 3 to Level 1 | (6,440,945) | |||||
Revaluation of warrant liability included in other expense within the statements of operations | (205,596) | (823,670) | (1,757,961) | (1,246,258) | (4,999,861) | (5,835) |
Fair value as of ending balance | $ 315,324 | $ 520,920 | $ 1,344,590 | $ 3,448,850 | $ 4,695,108 | 16,135,914 |
Initial Public Offering [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Initial fair value of warrant liability upon issuance | 15,334,757 | |||||
Over-Allotment Option [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Initial fair value of warrant liability upon issuance | $ 806,992 |
COMMITMENTS AND CONTINGENCIES,
COMMITMENTS AND CONTINGENCIES, Registration and Shareholders Rights (Details) | 9 Months Ended |
Sep. 30, 2022 Demand | |
Registration and Shareholders Rights [Abstract] | |
Period for warrants to become exercisable | 30 days |
Maximum [Member] | |
Registration and Shareholders Rights [Abstract] | |
Number of demands eligible security holder can make | 3 |
Period for warrants to become exercisable | 12 months |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) - USD ($) | 9 Months Ended | ||
Mar. 10, 2021 | Mar. 08, 2021 | Sep. 30, 2022 | |
Underwriting Agreement [Abstract] | |||
Number of days to exercise over-allotment option | 45 days | ||
Additional Units that can be purchased to cover over-allotments (in shares) | 3,000,000 | ||
Underwriting discount | $ 4,000,000 | ||
Deferred underwriting discount | 7,000,000 | ||
Initial Public Offering [Member] | |||
Underwriting Agreement [Abstract] | |||
Underwriting discount | $ 4,000,000 | ||
Cash underwriting discount | 2% | ||
Deferred underwriting discount | 3.50% | ||
Deferred underwriting discount | $ 7,000,000 | ||
Over-Allotment Option [Member] | |||
Underwriting Agreement [Abstract] | |||
Underwriting discount | $ 261,764 | ||
Deferred underwriting discount | $ 458,085 | ||
Units issued (in shares) | 1,308,813 | ||
Units expired (in shares) | 1,691,187 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) | 9 Months Ended | |||
Apr. 19, 2021 shares | Mar. 10, 2021 shares | Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Shareholders' Deficit [Abstract] | ||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares issued (in shares) | 0 | 0 | ||
Preference shares, shares outstanding (in shares) | 0 | 0 | ||
Shares subject to possible redemption (in shares) | 21,308,813 | |||
As-converted percentage for Class A common stock after conversion of Class B shares | 20% | |||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |||
Over-Allotment Option [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Units issued (in shares) | 1,308,813 | |||
Over-Allotment Option [Member] | Maximum [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Units issued (in shares) | 3,000,000 | |||
Class A Ordinary Shares [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued (in shares) | 0 | 0 | ||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | ||
Shares subject to possible redemption (in shares) | 21,308,813 | 21,308,813 | ||
Class B Ordinary Shares [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued (in shares) | 5,327,203 | 5,327,203 | ||
Ordinary shares, shares outstanding (in shares) | 5,327,203 | 5,327,203 | ||
Number of votes per share | Vote | 1 | |||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Units issued (in shares) | 1,308,813 | |||
Number of shares forfeited (in shares) | 422,797 |