Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | European Biotech Acquisition Corp. | ||
Entity Central Index Key | 0001841258 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-40211 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | EPFL Innovation Park Building | ||
Entity Address, City or Town | Lausanne | ||
Entity Address, Country | CH | ||
City Area Code | 41 | ||
Local Phone Number | 77 979 21 09 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Postal Zip Code | 1015 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 129,192,626 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | EBAC | ||
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 13,209,880 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,188,696 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | EBACU | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | EBACW | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 308,488 | $ 868,280 |
Prepaid expenses | 48,149 | 48,190 |
Total current assets | 356,637 | 916,470 |
Investments held in Trust Account | 129,396,138 | 127,556,289 |
Total Assets | 129,752,775 | 128,472,759 |
Current liabilities: | ||
Accounts payable | 359,537 | 57,906 |
Accrued expenses | 403,088 | 447,295 |
Capital tax payable | 32,943 | 0 |
Total current liabilities | 795,568 | 505,201 |
Derivative warrant liabilities | 1,320,990 | 2,641,980 |
Deferred Legal Fees | 1,967,744 | 0 |
Deferred underwriting commissions | 4,464,174 | 4,464,174 |
Total liabilities | 8,548,476 | 7,611,355 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 12,754,784 shares at redemption value of $10.13 and $10.00 per share as of December 31, 2022 and 2021, respectively | 129,263,195 | 127,547,840 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (8,059,261) | (6,686,801) |
Total shareholders' deficit | (8,058,896) | (6,686,436) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 129,752,775 | 128,472,759 |
Common Class A [Member] | ||
Shareholders' Deficit: | ||
Common Stock, Value, Issued | 46 | 46 |
Common Class B [Member] | ||
Shareholders' Deficit: | ||
Common Stock, Value, Issued | $ 319 | $ 319 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 | ||
Preference stock, Shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference stock, Shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preference stock, Shares issued | 0 | 0 | 0 | 0 |
Preference stock, Shares outstanding | 0 | 0 | 0 | 0 |
Common Class A [Member] | ||||
Shares subject to possible redemption , Shares | 12,754,784 | 12,754,784 | 12,754,784 | 12,754,784 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 12,754,784 | 12,754,784 | 12,754,784 | 12,754,784 |
Temporary Equity, Redemption Price Per Share | $ 10.13 | $ 10 | $ 10.13 | $ 10 |
Common stock, Shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, Shares issued | 455,096 | 455,096 | 455,096 | 455,096 |
Common stock, Shares outstanding | 455,096 | 455,096 | 455,096 | 455,096 |
Common Class B [Member] | ||||
Common stock, Shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, Shares issued | 3,188,696 | 3,188,696 | 3,188,696 | 3,188,696 |
Common stock, Shares outstanding | 3,188,696 | 3,188,696 | 3,188,696 | 3,188,696 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 2,594,033 | $ 912,095 |
General and administrative expenses—related party | 190,968 | 187,742 |
Capital tax expense | 32,943 | 0 |
Loss from operations | (2,817,944) | (1,099,837) |
Other income (expenses): | ||
Change in fair value of derivative warrant liabilities | 1,320,990 | 2,884,910 |
Income from investments held in Trust Account | 1,839,849 | 8,445 |
Offering costs associated with derivative warrant liabilities | 0 | (314,846) |
Net income | $ 342,895 | $ 1,478,672 |
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||
Other income (expenses): | ||
Weighted average shares outstanding, basic | 12,754,784 | 10,199,476 |
Basic net income (loss) per share | $ 0.02 | $ 0.11 |
Weighted average shares outstanding Diluted | 12,754,784 | 10,199,476 |
Diluted net income (loss) per share | $ 0.02 | $ 0.11 |
Non Redeemable Class A and Class B Ordinary [Member] | ||
Other income (expenses): | ||
Weighted average shares outstanding, basic | 3,643,792 | 3,409,725 |
Basic net income (loss) per share | $ 0.02 | $ 0.11 |
Weighted average shares outstanding Diluted | 3,643,792 | 3,465,069 |
Diluted net income (loss) per share | $ 0.02 | $ 0.11 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] |
Beginning balance at Jan. 07, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance , Shares at Jan. 07, 2021 | 0 | 0 | |||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,655 | 0 | $ 345 | |
Issuance of Class B ordinary shares to Sponsor , Shares | 3,450,000 | ||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities | 4,210,800 | 4,210,756 | 0 | $ 44 | $ 0 |
Sale of units in initial public offering, less allocation to derivative warrant liabilities Shares | 440,000 | 0 | |||
Sale of units in private placement, less allocation to derivative warrant liabilities, gross (over-allotment) | 145,121 | 145,119 | $ 2 | ||
Sale of units in private placement, less allocation to derivative warrant liabilities, gross (over-allotment) , Shares | 15,096 | ||||
Forfeiture of Class B ordinary shares | 26 | $ (26) | |||
Forfeiture of Class B ordinary shares , Share | (261,304) | ||||
Remeasurement of Class A ordinary shares subject to possible redemption amount | (12,546,029) | (4,380,556) | (8,165,473) | ||
Net income | 1,478,672 | 1,478,672 | |||
Ending balance at Dec. 31, 2021 | (6,686,436) | $ 0 | (6,686,801) | $ 46 | $ 319 |
Ending Balance , Shares at Dec. 31, 2021 | 455,096 | 3,188,696 | |||
Remeasurement of Class A ordinary shares subject to possible redemption amount | (1,715,355) | (1,715,355) | |||
Net income | 342,895 | 342,895 | |||
Ending balance at Dec. 31, 2022 | $ (8,058,896) | $ (8,059,261) | $ 46 | $ 319 | |
Ending Balance , Shares at Dec. 31, 2022 | 455,096 | 3,188,696 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 342,895 | $ 1,478,672 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Offering costs associated with derivative warrant liabilities | 314,846 | |
Change in fair value of derivative warrant liabilities | (1,320,990) | (2,884,910) |
Income from investments held in the Trust Account | (1,839,849) | (8,445) |
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 41 | (48,190) |
Accounts payable | 301,631 | 57,905 |
Accrued expenses | 793 | 376,291 |
Deferred legal fees | 1,967,744 | |
Capital tax payable | 32,943 | 0 |
Net cash used in operating activities | (514,792) | (688,831) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (127,547,843) |
Net cash used in investing activities | 0 | (127,547,843) |
Cash Flows from Financing Activities: | ||
Proceeds received from initial public offering, gross | 0 | 127,547,840 |
Proceeds received from private placement, gross | 0 | 4,550,960 |
Repayment of note payable to related parties | (37,806) | |
Offering costs paid | (45,000) | (2,956,040) |
Net cash provided by(used in ) financing activities | (45,000) | 129,104,954 |
Net change in cash | (559,792) | 868,280 |
Cash—beginning of the period | 868,280 | |
Cash—end of the period | 308,488 | 868,280 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 71,003 | |
Offering costs paid by Sponsor under promissory note | 37,806 | |
Deferred underwriting commissions | 4,464,174 | |
Remeasurement of Class A ordinary shares subject to possible redemption amount | $ 1,715,355 | $ 12,546,029 |
Description of Organization, Bu
Description of Organization, Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations | Note 1—Description of Organization, and Business Operations European Biotech Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on January 8, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from January 8, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination (see below). 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 The Company’s sponsor is LSP Sponsor EBAC B.V., a Dutch limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 15, 2021. On March 18, 2021, the Company consummated its Initial Public Offering of 12,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, which generated gross proceeds of $120.0 million, and incurring offering costs of approximately $7.1 million, of which $4.2 million was for deferred underwriting commissions (see Note 3). The Company granted the underwriter a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 440,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of $4.4 million (see Note 4). If the over-allotment option would have been exercised in full, the Sponsor would have purchased an additional 36,000 Private Placement Warrants. On May 3, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor of 15,096 units (the “Additional Private Placement Units”), generating total proceeds of $150,960. Upon the closing of the Initial Public Offering and the Private Placement, approximately $120.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and is being 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the 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. The Company will provide the holders (the “Public Shareholders”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share These Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will adopt upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or March 18, 2023 (the “Combination Period”) or with respect to any other provision relating to the rights of Public Shareholders (including extending the deadline for completing the initial Business Combination), unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to 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, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (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 Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On October 17, 2022, the Company (“EBAC”), entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with Oculis SA, a public limited liability company ( société anonyme 10-K Upon the terms and subject to the conditions of the Business Combination Agreement and in accordance with applicable law, as soon as practicable following the date of the Business Combination Agreement, EBAC will form, or cause to be formed, (a) Oculis Holding AG, a public limited liability company incorporated and existing under the laws of Switzerland and that will be a direct wholly owned subsidiary of EBAC (“New Parent”), (b) a new Cayman Islands exempted company that will be a direct wholly owned subsidiary of New Parent (“Merger Sub 1”), (c) another new Cayman Islands exempted company that will be a direct wholly owned subsidiary of New Parent (“Merger Sub 2”) and (d) a new limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and existing under the laws of Switzerland that will be a direct wholly owned subsidiary of New Parent (“Merger Sub 3”). In connection with the transactions contemplated by the Business Combination Agreement, among other things, (i) Merger Sub 1 will merge with and into EBAC, with EBAC surviving such merger as a wholly owned subsidiary of New Parent (the “First Merger”), (ii) as a result of the First Merger, (a) each issued and outstanding share of EBAC Common Stock will automatically convert into one class of ordinary shares of the surviving company in the First Merger (“Surviving EBAC Shares”), (b) each issued and outstanding warrant issued by EBAC to purchase Class A Common Stock of EBAC will be automatically converted into warrants of the surviving company in the First Merger (“Surviving EBAC Warrants”), and (c) EBAC will deposit or cause to be deposited with the Exchange Agent the Surviving EBAC Shares and Surviving EBAC Warrants, (iii) following the First Merger Effective Time but prior to the Second Merger Effective Time, the Exchange Agent will contribute the Surviving EBAC Shares and Surviving EBAC Warrants to New Parent in exchange for New Parent Class A ordinary shares, nominal value CHF 0.01 per share (the “New Parent Shares”) and a right to acquire New Parent Shares (each, a “New Parent Warrant”), with both New Parent Shares and New Parent Warrants to be held by the Exchange Agent solely on behalf of the holders of Surviving EBAC Shares and Surviving EBAC Warrants (the “New Parent Interests Consideration”), (iv) prior to the Second Merger Effective Time, the Exchange Agent will undertake to (a) distribute the New Parent Shares as part of the New Parent Interests Consideration to the holders of Surviving EBAC Shares and (b) distribute the New Parent Warrants as part of the New Parent Interests Consideration to the holders of Surviving EBAC Warrants, (v) after the First Merger Effective Time and following the completion of the Exchange Agent Contribution Actions, EBAC will merge with and into Merger Sub 2, with Merger Sub 2 as the surviving company and remaining a wholly owned subsidiary of New Parent, (vi) consenting Oculis shareholders executing the Company Shareholders Support Agreements will contribute their shares of Oculis to New Parent in exchange for New Parent Shares and (vii) approximately 30 days after the Acquisition Closing Date, Oculis will merge with and into Merger Sub 3, with Merger Sub 3 as the surviving company. PIPE Subscription Agreements In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, we entered into subscription agreements with the Initial PIPE Investors (the “Initial Subscription Agreements”), pursuant to which the Initial PIPE Investors have agreed to purchase from us, severally and not jointly, and we have agreed to issue from treasury and sell to the Initial PIPE Investors, a number of shares of shares of Convertible Loan Agreement In connection with the execution of the Business Combination Agreement, Oculis entered into a convertible loan agreement (the “ $12,670,000. Following the Second Merger Effective Time, it is the intent of the parties thereto that New Parent shall assume the Convertible Loan Agreement, and that immediately after such assumption but before the Company Share Contribution, the Lenders will exercise their conversion rights in exchange for New Parent Shares at $10 per share. Non-Redemption Agreements Concurrently with the execution of the Business Combination Agreement, certain shareholders of EBAC (the “ EBAC Voting Shareholders Non-Redemption Agreements Pursuant to the Non-Redemption Agreements, each EBAC Voting Shareholder agreed for the benefit of EBAC to not redeem and to vote all of their EBAC ordinary shares now owned or hereafter acquired (the “ Subject EBAC Equity Securities representing 700,789 EBAC ordinary shares in the aggregate, in favor of the transaction proposals. In connection with these commitments from the EBAC Voting Shareholders, Sponsor has agreed to transfer to each Investor one New Parent Share for every ten EBAC ordinary shares owned by such investor (for a total of 70,789 New Parent Shares), on or promptly following the Acquisition Closing Date. The EBAC Voting Shareholders also each agreed to a lock-up to not transfer any Subject EBAC Equity Securities for a period Oculis Shareholder Support Agreements Concurrently with the execution of the Business Combination Agreement, certain equityholders of Oculis (the “ Oculis Supporting Members Oculis Shareholder Support Agreement In the Oculis Shareholder Support Agreement, the Oculis Supporting Members agreed to, among other things (i) vote to adopt the Business Combination Agreement and approve and consent to the consummation of the Transactions, (ii) waive any rights of appraisal or dissenter’s rights and (iii) provide a release of claims against Oculis and its Subsidiaries. Sponsor Letter Agreement Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a letter agreement (the “ Sponsor Letter Agreement Amended and Restated Registration Rights and Lock-Up Agreement On the Acquisition Closing Date, the Sponsor and certain shareholders of Oculis (the “ Holders Amended and Restated Registration Rights and Lock-Up Agreement The Amended and Restated Registration Rights and Lock-Up Agreement will contain certain restrictions on transfer of New Parent Shares and other Registrable Securities (as defined therein) to be held by the Holders immediately following the Acquisition Closing (the “ Lock-up Securities Registration Statements on Form F-4 New Parent initially filed a Registration Statement on Form F-4 Liquidity and Going Concern As of December 31, 2022, the Company had approximately $308,000 in their operating bank account and working capital deficit of approximately $ (not taking into account approximately $33,000 in tax obligations that may be paid using investment income classified in the Trust Account). The Company’s liquidity needs through the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to purchase Founders Shares, and the loan proceeds from the Sponsor of $300,000 under the Note (see Note 4). We repaid the Note in full on March 22, 2021. Subsequent to the consummation of the Initial Public Offering, our liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans (as defined in Note 4). As of December 31, 2022 and 2021, there amounts outstanding under Working Capital Loans. On February 13, 2023, the Company issued an unsecured promissory note (the “ Note In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company does not believe the current cash on hand will be sufficient to cover obligations that come due within one year of the issuance of these consolidated financial statements. Management has determined that the liquidity condition and the mandatory liquidation and subsequent dissolution that will be required if the Company does not complete a business combination before March 18, 2023, raise substantial doubt about the Company’s ability to continue as a going concern. Although Management expects that it will be able to raise additional capital to support its planned activities and complete the proposed business combination on or prior to March 18, 2023, it is uncertain whether it will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after March 18, 2023. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated 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. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (see Note 1). All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated 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 consolidated financial statements. 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. As of December 31, 2022 and 2021, the Company did not have any cash equivalents. Foreign currency The reporting currency of the Company is the U.S. Dollar and the accompanying consolidated financial statements have been expressed in U.S. Dollar. The Company’s subsidiaries maintains its books and records in its local currency, Euro, which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. In accordance with FASB ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not U.S. Dollar are translated into U.S. Dollar, using the exchange rate on the balance sheet date. Expenses are translated at average rates prevailing during the period. Transaction gains and losses that arise from exchange rate fluctuations on transactions and asset and libility balances denominated in a currency other than the functional currency are included in the results of operations as incurred. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and cash held in Trust Account. At December 31, 2022 and 2021, the Company has not experienced losses on these accounts. Investments Held in Trust Account The Company’s portfolio of investments, as of December 31, 2022 and 2021 is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of mutual funds, the investments are recognized at fair value. Trading securities and investments in mutual funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Through December 31, 2022, no amounts have been withdrawn from the Trust Account to pay taxes. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurement” equal or approximate the carrying amounts represented in the consolidated balance sheets. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC 815-40, 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s consolidated balance sheets. The Company has elected to initially recognize changes in redemption value immediately as they occur and subsequently adjusts (for interest income, net of dissolution expenses) 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 paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 December 31, 2022 and 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 December 31, 2022 and 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. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares subject to possible redemption and non-redeemable The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 4,403,294 The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number until the contingency was resolved, as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares, resulting in a greater number of Class B ordinary shares being included in weighted average shares for the diluted calculation for the applicable 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 Year Ended December 31, For The Period From January 8, Class A Class A Non-redeemable Class A Class A Non-redeemable Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 266,703 $ 76,192 $ 1,108,197 $ 370,475 Allocation of net income, diluted $ 266,703 $ 76,192 $ 1,103,709 $ 374,963 Denominator: Basic weighted average ordinary shares outstanding 12,754,784 3,643,792 10,199,476 3,409,725 Diluted weighted average ordinary shares 12,754,784 3,643,792 10,199,476 3,465,069 Basic net income per ordinary share $ 0.02 $ 0.02 $ 0.11 $ 0.11 Diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.11 $ 0.11 Recent Accounting Standards In June 2022, the FASB issued ASU 2022-03, The Company’s 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 accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On March 18, 2021, the Company consummated its Initial Public Offering of 12,000,000 Units, at $10.00 per Unit, generating gross proceeds of $120.0 million, and incurring offering costs of approximately $7.1 million, of which $4.2 million was for deferred underwriting commissions. The Company granted the underwriter a 45-day option Each Unit consists of one Class A ordinary share, and one-third , subject to adjustment (see Note 8). On April 29, 2021, the Underwriters partially exercised the Over-allotment Option to purchase an additional units (the “Option Units”). one-third . On May 3, 2021, the Company completed the sale of the Option Units to Underwriters for net proceeds of $ in the aggregate after deducting the underwriter discount (the “Option Unit Proceeds”). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On January 18, 2021, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 2,875,000 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On March 15, 2021, the Company effected a 6-for-5 The sale or transfers of the Founder Shares to members of the Company’s board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of December 31, 2022, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 440,000 Private Placement Units, at a price of $10.00 per Private Placement Unit with the Sponsor, which generated gross proceeds of $4.4 million. If the over-allotment option is exercised in full, the Sponsor will purchase an additional 36,000 Private Placement Warrants. Simultaneously with the closing of the Over-Allotment on May 3, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 15,096 Private Placement Units at $10.00 per additional Private Placement Unit (the “Additional Private Placement Units”), generating additional gross proceeds of approximately $151,000. The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants (as defined below) and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable or salable until 30 days after the completion of the initial Business Combination. Each Private Placement Unit consists of one non-redeemable one-third non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Due to Related Parties On January 18, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, the Sponsor and certain investors have advanced an aggregate amount of approximately $360,000 into the Trust Account to cover for the over-allotment option, if exercised. If the over-allotment option was not exercised, the excess funds would have been returned to such related parties. Upon partial exercise of the over-allotment, on May 4, 2021, the Company returned excess cash of $209,040 to the related parties. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company agreed to reimburse the Sponsor for office space, administrative and support services provided to the Company in the amount of $20,000 per month. Such agreement was terminated as of October 17, 2022. For the year ended December 31, 2022 and for the period from January 8, 2021 (inception) through December 31, 2021, the Company incurred approximately $191,000 and $188,000 of such fees, which are recognized in general and administrative expenses-related party, in the accompanying consolidated statements of operations, respectively. As of December 31, 2022 and 2021, there was $197,000 and $0 of such fees in accounts payable on the consolidated balance sheets, respectively. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units, Private Placement Warrants, Class A ordinary shares underlying the 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) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. 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 lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. As discussed below, this agreement was modified in connection with the Business Combination Agreement. Amended and Restated Registration Rights and Lock-Up Agreement On the Acquisition Closing Date, the Sponsor and certain shareholders of Oculis and New Parent will enter into an amended and restated registration rights agreement and lock-up agreement (the “Amended and Restated Registration Rights and Lock-Up Agreement”) pursuant to which, among other things, certain shareholders of New Parent will be granted certain customary demand and “piggy-back” registration rights with respect to their respective New Parent Shares. The Amended and Restated Registration Rights and Lock-Up Agreement will contain certain restrictions on transfer of New Parent Shares and other Registrable Securities (as defined therein) to be held by the Holders immediately following the Acquisition Closing (the “Lock-up Securities”). Such restrictions begin on the Acquisition Closing Date and end on the earlier of (x) (i) for the Sponsor the 270 days after the Acquisition Closing Date and (ii) for the rest of the Holders 180 days from the Acquisition Closing Date and (y) the last reported trading price of the New Parent Shares on Nasdaq exceeds $15.00 for 20 trading days within any 30 trading day period commencing at least 150 days after the Acquisition Closing Date. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $2.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $4.5 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. On May 3, 2021, the underwriters partially exercised their over-allotment option. As a result, the underwriters were entitled to an underwriting discount of approximately $151,000, which was paid upon closing of the over-allotment. In addition, $264,000 will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company has determined that the accounting for this arrangement is outside the scope of ASC 842, “Leases,” due to its short-term nature. Lease Agreement On October 14, 2022, the Company executed a lease agreement with Oculis SA, subleasing office space of approximately 12 square meter space in Lausanne, Switzerland. The lease calls for monthly minimum lease payments and other charges of approximately CHF 535 during the term of the sublease, which ends on June 30, 2023. For the year ended December 31, 2022 and for the period from January 8, 2021 (inception) through December 31, 2021, the Company incurred approximately $2,100 and $0 , respectively, in rental lease expenses. The Company has determined that the accounting for this arrangement is outside the scope of ASC 842. “Leases”, due to its short term nature. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 6 —Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 12,754,784 Class A ordinary shares were subject to possible redemption. The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 127,547,840 Less: Fair value of Public Warrants at issuance (5,331,850 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (7,214,179 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 12,546,029 Class A ordinary shares subject to possible redemption, December 31, 2021 127,547,840 Subsequent remeasurement of Class A ordinary shares subject to possible redemption amount 1,715,355 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 129,263,195 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 7—Shareholders’ Deficit Preference Shares The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share 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 December 31, 2022 and 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were 13,209,880 Class A ordinary shares issued and outstanding, of which 12,754,784 shares were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Ordinary Shares- The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2022 and 2021, the Company had 3,188,696 Class B ordinary shares issued and outstanding (See Note 4). Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares 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 (excluding the Private Placement Shares underlying the Private Placement Units) upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) 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 Company’s 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. However, in connection with the Sponsor Support Agreement entered into with EBAC, the Sponsor and Oculis in connection with the Business Combination Agreement, the Sponsor has agreed to waive certain of these anti-dilution adjustments, contingent upon and effective as of the Acquisition Closing. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 8—Derivative Warrant Liabilities As of December 31, 2022 and 2021, the Company had 4,251,595 Public Warrants and 151,699 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect s th The warrant has an exercise price of $11.50, subject to adjustments as described herein, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, except as described below. 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 (except pursuant to limited exceptions to the officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company (except as described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees (except as otherwise set forth herein). 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 Public Warrants. 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 with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day 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 • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2022 Description Quoted Prices (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account – Money Market Funds $ 129,396,138 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 1,275,480 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 45,510 $ — December 31, 2021 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – Money Market Funds $ 127,556,289 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 2,550,960 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 91,020 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in May 2021, when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in May 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, so the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Level 1 assets include investments in mutual funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 18, May 3, Exercise price $ 11.50 $ 11.50 Stock price $ 9.58 $ 9.59 Volatility 21.7 % 18.6 % Term 5.5 5.5 Risk-free rate 0.95 % 0.95 % The Company utilized a Monte-Carlo simulation to estimate the fair value of the Public and Private Placement Warrants at the issuance dates, and as of March 31, 2021, when the Public and Private Placement Warrants were held at Level 3. For the year ended December 31, 2022 and for the period from January 8, 2021 (inception) through December 31, 2021, the Company recognized a gain/(loss) resulting from changes in the fair value of derivative warrant liabilities of approximately $1.3 million and $2.9 million, respectively, which is presented in the accompanying consolidated statements of operations. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 8, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 8, 2021 (inception) $ — Issuance of Public and Private Placement Warrants 5,229,200 Issuance of Public Warrants—over-allotment 291,850 Issuance of Private Placement Warrants—over-allotment 5,840 Transfer of Public Warrants to Level 1 (4,691,850 ) Transfer of Private Placement Warrants to Level 2 (171,570 ) Change in fair value of derivative warrant liabilities (663,470 ) Derivative warrant liabilities at December 31, 2021 $ — |
Revision of Previously Reported
Revision of Previously Reported Unaudited Condensed Financial Statements Subsequent to the Filing of Form 10-Q for the Quarterly Period Ended September 30, 2022 | 12 Months Ended |
Dec. 31, 2022 | |
Prior Period Adjustment [Abstract] | |
Revision of Previously Reported Unaudited Condensed Financial Statements Subsequent to the Filing of Form 10-Q for the Quarterly Period Ended September 30, 2022 | Note 10—Revision of Previously Reported Unaudited Condensed Financial Statements Subsequent to the Filing of Form 10-Q Subsequent to the filing of Form 10-Q 10-Q non-redeemable 10-Q presented. The Company also identified certain typographical errors in previously reported (1) Weighted average shares outstanding of non-redeemable non-redeemable The unaudited condensed financial statements for the periods described above will be revised to correct these immaterial errors. The impact of these revisions is presented below: For The Three Months Ended September 30, As Previously Adjustment As Revised Allocation of net income (loss), basic, Class A ordinary shares $ 967,783 $ (33,339 ) $ 934,444 Allocation of net income (loss), diluted, Class A ordinary shares $ 967,783 $ (33,339 ) $ 934,444 Allocation of net income (loss), basic, Class A non-redeemable $ 233,611 $ 33,339 $ 266,950 Allocation of net income (loss), diluted, Class A non-redeemable $ 233,611 $ 33,339 $ 266,950 Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 13,209,880 (455,096 ) 12,754,784 Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption $ 0.07 — $ 0.07 Weighted average shares outstanding of non-redeemable 3,188,696 455,096 3,643,792 Basic net income (loss) per share, non-redeemable $ 0.07 — $ 0.07 Weighted average shares outstanding of non-redeemable 3,188,696 455,096 3,643,792 Diluted net income (loss) per share, non-redeemable $ 0.07 — $ 0.07 For The Nine Months Ended September 30, 2022 For the Period From January 8, As Previously Adjustment As Revised As Previously Adjustment As Revised Allocation of net income (loss), basic, Class A ordinary shares $ 1,156,531 $ (136,397) $ 1,020,134 $ 1,472,772 $ (51,041 ) $ 1,421,731 Allocation of net income (loss), diluted, Class A ordinary shares $ 1,156,531 $ (136,397) $ 1,020,134 $ 1,464,147 $ (50,742 ) $ 1,413,405 Allocation of net income (loss), basic, Class A non-redeemable $ 2,550 (2) $ 288,880 $ 291,430 $ 456,986 $ 51,041 $ 508,027 Allocation of net income (loss), diluted, Class A non-redeemable $ 2,550 (2) $ 288,880 $ 291,430 $ 465,611 $ 50,742 $ 516,353 Weighted average shares outstanding of Class A 13,209,880 (455,096 ) 12,754,784 10,027,078 (347,500 ) 9,679,578 Basic and diluted net income (loss) per share, $ 0.08 $ — $ 0.08 $ 0.15 $ — $ 0.15 Weighted average shares outstanding of non-redeemable 3,188,696 455,096 3,643,792 33,111,301 (1) (29,652,502 ) 3,458,799 Basic net income (loss) per share, non-redeemable $ 0.08 $ — $ 0.08 $ 0.15 $ — $ 0.15 Weighted average shares outstanding of non-redeemable 3,188,696 455,096 3,643,792 33,188,696 (1) (29,652,502 ) 3,536,194 Diluted net income (loss) per share, non-redeemable $ 0.08 $ — $ 0.08 $ 0.15 $ — $ 0.15 (1) Typographical errors being corrected in relation to the weighted average shares outstanding of non-redeemable (2) Typographical errors being corrected in relation to the allocation of net income (loss), basic, Class A non-redeemable |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11—Subsequent Events The Company has evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued. Based upon this review, except for as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. In connection with the execution of the Business Combination Agreement, we entered into subscription agreements with the Initial PIPE Investors (the “Initial Subscription Agreements”), pursuant to which the Initial PIPE Investors have agreed to purchase from us, severally and not jointly, and we have agreed to issue from treasury and sell to the Initial PIPE Investors, a number of EBAC Class A Common Stock equal to (i) the total subscription amount from the Initial PIPE Investors divided by (ii) $10.00 (the “Initial PIPE Financing”). Subsequent to the Initial PIPE Financing, on January 26, 2023, EBAC entered into subscription agreements (the “Subsequent Subscription Agreements”, and together with the Initial Subscription Agreements, the “Subscription Agreements”) with certain subscribers (the “Subsequent PIPE Investors”, and together with the Initial PIPE Investors, the “PIPE Investors”), pursuant to which the Subsequent PIPE Investors have agreed to subscribe for, and we have agreed to issue to the Subsequent Subscribers, an aggregate of 788,500 EBAC Class A Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $7,885,000 (the “Subsequent PIPE Financing”, and together with the Initial PIPE Financing, the “PIPE Financing”). The aggregate amount of EBAC Class A Common Stock to be issued pursuant to the PIPE Financing is 7,118,891 shares for aggregate gross proceeds of $71,188,910 (See Note 1). On February 3, 2023, the Company filed with the SEC its definitive proxy statement on Schedule 14A to announce its intention to hold a special meeting of shareholders to be held on February 28, 2023 to approve the transactions contemplated by the Business Combination Agreement. On February 13, 2023, the Company issued an unsecured promissory note (the “Note”) in the amount of up to $750,000 to MRMJ Holding B.V., an affiliate of the Sponsor. The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used for general working capital purposes. The Note bears no interest and is payable in full in cash upon the earlier to occur of (i) March 18, 2023 or (ii) the consummation of the Company’s initial business combination. No portion of the Note is convertible into any securities, including warrants, of the Company or any affiliate thereof. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. On February 14, 2023, the Company drew $500,000 on the Note. On February 15, 2023, the Company entered into (i) a loan agreement (“ Loan 1 Loan Amount 1 Loan 2 Loan Loan Amount 2 Loan Amount |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated 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. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (see Note 1). All significant intercompany accounts and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated financial statements. 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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. As of December 31, 2022 and 2021, the Company did not have any cash equivalents. |
Foreign currency | Foreign currency The reporting currency of the Company is the U.S. Dollar and the accompanying consolidated financial statements have been expressed in U.S. Dollar. The Company’s subsidiaries maintains its books and records in its local currency, Euro, which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. In accordance with FASB ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not U.S. Dollar are translated into U.S. Dollar, using the exchange rate on the balance sheet date. Expenses are translated at average rates prevailing during the period. Transaction gains and losses that arise from exchange rate fluctuations on transactions and asset and libility balances denominated in a currency other than the functional currency are included in the results of operations as incurred. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and cash held in Trust Account. At December 31, 2022 and 2021, the Company has not experienced losses on these accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments, as of December 31, 2022 and 2021 is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of mutual funds, the investments are recognized at fair value. Trading securities and investments in mutual funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Through December 31, 2022, no amounts have been withdrawn from the Trust Account to pay taxes. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurement” equal or approximate the carrying amounts represented in the consolidated balance sheets. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices 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. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC 815-40, 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s consolidated balance sheets. The Company has elected to initially recognize changes in redemption value immediately as they occur and subsequently adjusts (for interest income, net of dissolution expenses) 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 paid-in |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 December 31, 2022 and 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 December 31, 2022 and 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. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares subject to possible redemption and non-redeemable The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 4,403,294 The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number until the contingency was resolved, as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares, resulting in a greater number of Class B ordinary shares being included in weighted average shares for the diluted calculation for the applicable 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 Year Ended December 31, For The Period From January 8, Class A Class A Non-redeemable Class A Class A Non-redeemable Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 266,703 $ 76,192 $ 1,108,197 $ 370,475 Allocation of net income, diluted $ 266,703 $ 76,192 $ 1,103,709 $ 374,963 Denominator: Basic weighted average ordinary shares outstanding 12,754,784 3,643,792 10,199,476 3,409,725 Diluted weighted average ordinary shares 12,754,784 3,643,792 10,199,476 3,465,069 Basic net income per ordinary share $ 0.02 $ 0.02 $ 0.11 $ 0.11 Diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.11 $ 0.11 |
Recent Accounting Standards | Recent Accounting Standards In June 2022, the FASB issued ASU 2022-03, The Company’s 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 accompanying consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Reflects the Calculation of Basic and Diluted Net Income | 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 Year Ended December 31, For The Period From January 8, Class A Class A Non-redeemable Class A Class A Non-redeemable Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 266,703 $ 76,192 $ 1,108,197 $ 370,475 Allocation of net income, diluted $ 266,703 $ 76,192 $ 1,103,709 $ 374,963 Denominator: Basic weighted average ordinary shares outstanding 12,754,784 3,643,792 10,199,476 3,409,725 Diluted weighted average ordinary shares 12,754,784 3,643,792 10,199,476 3,465,069 Basic net income per ordinary share $ 0.02 $ 0.02 $ 0.11 $ 0.11 Diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.11 $ 0.11 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Class A Ordinary Shares Subject to Possible Redemption | The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 127,547,840 Less: Fair value of Public Warrants at issuance (5,331,850 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (7,214,179 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 12,546,029 Class A ordinary shares subject to possible redemption, December 31, 2021 127,547,840 Subsequent remeasurement of Class A ordinary shares subject to possible redemption amount 1,715,355 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 129,263,195 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's Liabilities | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2022 Description Quoted Prices (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account – Money Market Funds $ 129,396,138 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 1,275,480 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 45,510 $ — December 31, 2021 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – Money Market Funds $ 127,556,289 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 2,550,960 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 91,020 $ — |
Summary of Quantitative Information | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 18, May 3, Exercise price $ 11.50 $ 11.50 Stock price $ 9.58 $ 9.59 Volatility 21.7 % 18.6 % Term 5.5 5.5 Risk-free rate 0.95 % 0.95 % |
Summary of Change in the Fair Value | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 8, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 8, 2021 (inception) $ — Issuance of Public and Private Placement Warrants 5,229,200 Issuance of Public Warrants—over-allotment 291,850 Issuance of Private Placement Warrants—over-allotment 5,840 Transfer of Public Warrants to Level 1 (4,691,850 ) Transfer of Private Placement Warrants to Level 2 (171,570 ) Change in fair value of derivative warrant liabilities (663,470 ) Derivative warrant liabilities at December 31, 2021 $ — |
Revision of Previously Report_2
Revision of Previously Reported Unaudited Condensed Financial Statements Subsequent to the Filing of Form 10-Q for the Quarterly Period Ended September 30, 2022 (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prior Period Adjustment [Abstract] | |
Summary of Error Corrections and Prior Period Adjustments | The unaudited condensed financial statements for the periods described above will be revised to correct these immaterial errors. The impact of these revisions is presented below: For The Three Months Ended September 30, As Previously Adjustment As Revised Allocation of net income (loss), basic, Class A ordinary shares $ 967,783 $ (33,339 ) $ 934,444 Allocation of net income (loss), diluted, Class A ordinary shares $ 967,783 $ (33,339 ) $ 934,444 Allocation of net income (loss), basic, Class A non-redeemable $ 233,611 $ 33,339 $ 266,950 Allocation of net income (loss), diluted, Class A non-redeemable $ 233,611 $ 33,339 $ 266,950 Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 13,209,880 (455,096 ) 12,754,784 Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption $ 0.07 — $ 0.07 Weighted average shares outstanding of non-redeemable 3,188,696 455,096 3,643,792 Basic net income (loss) per share, non-redeemable $ 0.07 — $ 0.07 Weighted average shares outstanding of non-redeemable 3,188,696 455,096 3,643,792 Diluted net income (loss) per share, non-redeemable $ 0.07 — $ 0.07 For The Nine Months Ended September 30, 2022 For the Period From January 8, As Previously Adjustment As Revised As Previously Adjustment As Revised Allocation of net income (loss), basic, Class A ordinary shares $ 1,156,531 $ (136,397) $ 1,020,134 $ 1,472,772 $ (51,041 ) $ 1,421,731 Allocation of net income (loss), diluted, Class A ordinary shares $ 1,156,531 $ (136,397) $ 1,020,134 $ 1,464,147 $ (50,742 ) $ 1,413,405 Allocation of net income (loss), basic, Class A non-redeemable $ 2,550 (2) $ 288,880 $ 291,430 $ 456,986 $ 51,041 $ 508,027 Allocation of net income (loss), diluted, Class A non-redeemable $ 2,550 (2) $ 288,880 $ 291,430 $ 465,611 $ 50,742 $ 516,353 Weighted average shares outstanding of Class A 13,209,880 (455,096 ) 12,754,784 10,027,078 (347,500 ) 9,679,578 Basic and diluted net income (loss) per share, $ 0.08 $ — $ 0.08 $ 0.15 $ — $ 0.15 Weighted average shares outstanding of non-redeemable 3,188,696 455,096 3,643,792 33,111,301 (1) (29,652,502 ) 3,458,799 Basic net income (loss) per share, non-redeemable $ 0.08 $ — $ 0.08 $ 0.15 $ — $ 0.15 Weighted average shares outstanding of non-redeemable 3,188,696 455,096 3,643,792 33,188,696 (1) (29,652,502 ) 3,536,194 Diluted net income (loss) per share, non-redeemable $ 0.08 $ — $ 0.08 $ 0.15 $ — $ 0.15 |
Description of Organization, an
Description of Organization, and Business Operations - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||||||
Feb. 14, 2023 | Feb. 13, 2023 | Jan. 30, 2023 | Jan. 26, 2023 | May 04, 2021 | May 03, 2021 | Mar. 18, 2021 | Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 25, 2023 | |
Deferred underwriting commissions | $ 4,464,174 | $ 4,464,174 | |||||||||
Proceeds from issuance of warrants | $ 0 | 4,550,960 | |||||||||
Fair value of assets in trust to be used for business combinations percentage | 80% | ||||||||||
Business combination ownership target percentage | 50% | ||||||||||
Temporary equity redemption price per share | $ 10 | ||||||||||
Estimated liquidation expenses | $ 100,000 | ||||||||||
Due from banks | 308,000 | ||||||||||
Working Capital | 406,000 | ||||||||||
Capital Tax Obligations | $ 33,000 | ||||||||||
Number of days from the closing of business combination | 30 days | ||||||||||
Proceeds from sponsor to purchase founder shares | $ 25,000 | ||||||||||
Amended and Restated Registration Rights and LockUp Agreement [Member] | |||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||
Number day after the acquisition closing date for the rest of the Holders | 180 days | ||||||||||
Number day after the acquisition closing date for Sponsor | 270 days | ||||||||||
Number day after the acquisition closing date | 150 days | ||||||||||
Purchase price of EBAC ordinary shares , Per share | $ 15 | ||||||||||
Convertible Loan Agreement [Member] | |||||||||||
Debt instrument face value | $ 12,670,000 | ||||||||||
Parent [Member] | Convertible Loan Agreement [Member] | |||||||||||
Purchase price of EBAC ordinary shares , Per share | $ 10 | ||||||||||
Sponsor [Member] | |||||||||||
Proceeds from related party debt | $ 300,000 | ||||||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||||||
Outstanding amount under loans | $ 0 | $ 0 | |||||||||
Affiliated Entity [Member] | Subsequent Event [Member] | Unsecured promissory note [Member] | |||||||||||
Debt instrument maturity date, description | earlier to occur of(i) March 18, 2023 or (ii) the consummation of the Company’s initial business combination. | ||||||||||
Debt instrument face value | $ 750,000 | ||||||||||
Proceeds from related party debt | $ 500,000 | ||||||||||
Private Placement [Member] | |||||||||||
Stock issued during period shares, new issues | 151,699 | ||||||||||
Sale of stock issue price per share | $ 10 | ||||||||||
Gross proceeds from initial public offering | $ 4,400,000 | $ 4,400,000 | |||||||||
Private Placement [Member] | Sponsor [Member] | |||||||||||
Stock issued during period shares, new issues | 15,096 | ||||||||||
Proceeds from issuance of warrants, private placement | $ 150,960 | ||||||||||
Business Combination [Member] | |||||||||||
Business Combination, Net tangible assets | $ 5,000,001 | ||||||||||
Percentage of public shareholding eligible for redemption without prior consent | 15% | ||||||||||
Percentage of public shareholding eligible for redemption on non occurrence of business combination | 100% | ||||||||||
Date before which the business combination must be consummated | Mar. 18, 2023 | ||||||||||
Number of business days after the expiry date within which the public shares shall be redeemed | 24 months | ||||||||||
Asset Held In Trust [Member] | |||||||||||
Stock issued during period shares, new issues | 360,000 | ||||||||||
Sale of stock issue price per share | $ 10 | ||||||||||
Proceeds from issuance of warrants | $ 120,000,000 | ||||||||||
Restricted Investments Term | 185 days | ||||||||||
Per share amount to be maintained in the trust account | $ 10 | ||||||||||
Asset Held In Trust [Member] | Sponsor [Member] | |||||||||||
Per share amount to be maintained in the trust account | $ 10 | ||||||||||
Per share amount of assets available for distribution | 10% | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Stock issued during period shares, new issues | 754,784 | 754,784 | |||||||||
Gross proceeds from initial public offering | $ 7,500,000 | $ 7,500,000 | |||||||||
Assets held in trust | $ 7,400,000 | ||||||||||
Number of units for which allotment option expired | 1,045,216 | ||||||||||
Over-Allotment Option [Member] | Sponsor [Member] | |||||||||||
Excess cash paid to related parties on exercise of over allotment | $ 209,040 | ||||||||||
Over-Allotment Option [Member] | Private Placement [Member] | |||||||||||
Stock issued during period shares, new issues | 36,000 | ||||||||||
PIPE Financing [Member] | Subsequent Event [Member] | |||||||||||
Stock issued during period shares, new issues | 7,118,891 | ||||||||||
Subsequent PIPE Financing [Member] | Subsequent Event [Member] | |||||||||||
Stock issued during period shares, new issues | 788,500 | ||||||||||
Sale of stock issue price per share | $ 10 | ||||||||||
Initial PIPE Financing [Member] | Subsequent Event [Member] | |||||||||||
Sale of stock issue price per share | $ 10 | ||||||||||
Common Class A [Member] | |||||||||||
Temporary equity redemption price per share | $ 10.13 | $ 10 | |||||||||
Common Class A [Member] | Private Placement [Member] | |||||||||||
Stock issued during period shares, new issues | 440,000 | 440,000 | |||||||||
Temporary equity redemption price per share | $ 10 | ||||||||||
Common Class A [Member] | IPO [Member] | |||||||||||
Stock issued during period shares, new issues | 12,000,000 | ||||||||||
Sale of stock issue price per share | $ 10 | ||||||||||
Gross proceeds from initial public offering | $ 120,000,000 | ||||||||||
Deferred offering costs | 7,100,000 | ||||||||||
Deferred underwriting commissions | $ 4,200,000 | ||||||||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||||||||
Stock issued during period shares, new issues | 1,800,000 | ||||||||||
Option period for the underwriter's over-allotment option | 45 days | ||||||||||
Common Class A [Member] | PIPE Financing [Member] | Subsequent Event [Member] | PIPE Subscription Agreements [Member] | |||||||||||
Stock issued during period shares, new issues | 7,118,891 | ||||||||||
Proceeds From Issuance Of PIPE Financing | $ 71,188,910 | ||||||||||
Common Class A [Member] | Subsequent PIPE Financing [Member] | Subsequent Event [Member] | Subsequent Subscription Agreement [Member] | |||||||||||
Stock issued during period shares, new issues | 788,500 | ||||||||||
Proceeds From Issuance Of PIPE Financing | $ 7,885,000 | ||||||||||
Share price | $ 10 | ||||||||||
Common Class A [Member] | Initial PIPE Financing [Member] | Initial Subscription Agreement [Member] | |||||||||||
Share price | $ 10 | ||||||||||
EBAC Ordinary Shares [Member] | Non-Redemption Agreement [Member] | |||||||||||
Number of shares transferred by sponsor to investors | 70,789 | ||||||||||
Number day after the acquisition closing date | 90 days | ||||||||||
New Parent Shares [Member] | |||||||||||
Share price | $ 0.01 | ||||||||||
New Parent Shares [Member] | Non-Redemption Agreement [Member] | |||||||||||
Number of shares held by existing shareholders | 700,789 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Reflects the Calculation of Basic and Diluted Net Income (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | |||||
Numerator: | |||||
Allocation of net income, basic | $ 934,444 | $ 1,020,134 | $ 1,421,731 | $ 266,703 | $ 1,108,197 |
Allocation of net income, diluted | $ 934,444 | $ 1,020,134 | $ 1,413,405 | $ 266,703 | $ 1,103,709 |
Denominator: | |||||
Basic weighted average ordinary shares outstanding | 12,754,784 | 10,199,476 | |||
Diluted weighted average ordinary shares outstanding | 12,754,784 | 10,199,476 | |||
Basic net income per ordinary share | $ 0.02 | $ 0.11 | |||
Diluted net income per ordinary share | $ 0.02 | $ 0.11 | |||
Common Class B [Member] | |||||
Numerator: | |||||
Allocation of net income, basic | $ 76,192 | $ 370,475 | |||
Allocation of net income, diluted | $ 76,192 | $ 374,963 | |||
Denominator: | |||||
Basic weighted average ordinary shares outstanding | 3,643,792 | 3,409,725 | |||
Diluted weighted average ordinary shares outstanding | 3,643,792 | 3,465,069 | |||
Basic net income per ordinary share | $ 0.02 | $ 0.11 | |||
Diluted net income per ordinary share | $ 0.02 | $ 0.11 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Cash federal depository insurance coverage | 250,000 | 250,000 | |
Proceeds from cash withdrawn from trust account to pay taxes | 0 | ||
Unrecognized tax benefits | $ 0 | $ 0 | |
Private Placement [Member] | |||
Significant Accounting Policies [Line Items] | |||
Stock issued during period shares, new issues | 151,699 | ||
Public Warrants [Member] | |||
Significant Accounting Policies [Line Items] | |||
Stock issued during period shares, new issues | 4,251,595 | ||
Common Class A [Member] | |||
Significant Accounting Policies [Line Items] | |||
Temporary Equity, Shares Outstanding | 12,754,784 | 12,754,784 | |
Common Class A [Member] | Warrant [Member] | |||
Significant Accounting Policies [Line Items] | |||
Anti-dilutive purchase of aggregate shares | 4,403,294 | ||
Common Class A [Member] | Private Placement [Member] | |||
Significant Accounting Policies [Line Items] | |||
Stock issued during period shares, new issues | 440,000 | 440,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
May 03, 2021 | Apr. 29, 2021 | Mar. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Initial Public Offer [Line Items] | |||||
Number of shares entitlement per warrant | 1 | ||||
Deferred underwriting commissions | $ 4,464,174 | $ 4,464,174 | |||
Over-Allotment Option [Member] | |||||
Disclosure Of Initial Public Offer [Line Items] | |||||
Stock issued during period shares, new issues | 754,784 | 754,784 | |||
Gross proceeds from initial public offering | $ 7,500,000 | $ 7,500,000 | |||
Stock Issued to underwriters during period shares new issues | 754,784 | ||||
Conversion of stock description | Each Option Unit consists of one Class A Ordinary Share and one-third of one Warrant | ||||
Proceeds from sale of stock to underwriters | $ 7,396,883 | ||||
Number of units for which allotment option expired | 1,045,216 | ||||
Common Class A [Member] | IPO [Member] | |||||
Disclosure Of Initial Public Offer [Line Items] | |||||
Stock issued during period shares, new issues | 12,000,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Gross proceeds from initial public offering | $ 120,000,000 | ||||
Deferred offering costs | 7,100,000 | ||||
Deferred underwriting commissions | $ 4,200,000 | ||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||
Disclosure Of Initial Public Offer [Line Items] | |||||
Stock issued during period shares, new issues | 1,800,000 | ||||
Option period for the underwriter's over-allotment option | 45 days | ||||
Public Warrants [Member] | |||||
Disclosure Of Initial Public Offer [Line Items] | |||||
Common Stock, Conversion Basis | one-third of one | ||||
Stock issued during period shares, new issues | 4,251,595 | ||||
Public Warrants [Member] | Common Class A [Member] | |||||
Disclosure Of Initial Public Offer [Line Items] | |||||
Common Stock, Conversion Basis | one | ||||
Exercise price of warrants | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 12 Months Ended | |||||||
May 04, 2021 USD ($) | May 03, 2021 USD ($) $ / shares shares | Mar. 18, 2021 shares | Mar. 15, 2021 Directors shares | Mar. 08, 2021 shares | Jan. 18, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Class of warrants or rights number of shares called by each warrant or right | 1 | |||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 | |||||||
Expenses from Transactions with Related Party | $ | $ 190,968 | $ 187,742 | ||||||
Administrative Support Agreement [Member] | ||||||||
Due to related parties | $ | $ 197,000 | $ 0 | ||||||
Related Party Loans [Member] | ||||||||
Working Capital Loans Description | The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, the Company had no outstanding borrowings under the Working Capital Loans. | |||||||
Assets Held-in-trust [Member] | ||||||||
Stock shares issued during the period | 360,000 | |||||||
Private Placement [Member] | ||||||||
Stock issued during period shares, new issues | 151,699 | |||||||
Sale of stock issue price per share | $ / shares | $ 10 | |||||||
Gross proceeds from initial public offering | $ | $ 4,400,000 | $ 4,400,000 | ||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | |||||||
Founder Shares [Member] | ||||||||
Common stock shares not subject to forfeiture | 450,000 | |||||||
Percentage of common stock shareholding | 20% | |||||||
Over-Allotment Option [Member] | ||||||||
Common stock shares not subject to forfeiture | 50,000 | |||||||
Stock issued during period shares, new issues | 754,784 | 754,784 | ||||||
Gross proceeds from initial public offering | $ | $ 7,500,000 | $ 7,500,000 | ||||||
Over-Allotment Option [Member] | Private Placement [Member] | ||||||||
Stock issued during period shares, new issues | 36,000 | |||||||
Sponsor [Member] | ||||||||
Related party transaction amounts of transaction | $ | $ 25,000 | |||||||
Stock shares issued during the period | 2,875,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
Share Transfer Restriction, Threshold Trading Days | 30 days | |||||||
Cover Expenses Related to Initial Public Offering | $ | $ 300,000 | |||||||
Related party note payable | $ | $ 38,000 | |||||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||||
Related party transaction amounts of transaction per month | $ | 20,000 | |||||||
Expenses from Transactions with Related Party | $ | $ 191,000 | $ 188,000 | ||||||
Sponsor [Member] | Private Placement [Member] | ||||||||
Stock issued during period shares, new issues | 15,096 | |||||||
Proceeds from issuance of warrants, private placement | $ | $ 150,960 | |||||||
Sponsor [Member] | Private Placement Two [Member] | ||||||||
Stock issued during period shares, new issues | 15,096 | |||||||
Class of warrants or rights exercise price | $ / shares | $ 10 | |||||||
Proceeds from issuance of warrants, private placement | $ | $ 151,000 | |||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||
Share transfer, trigger price price per share | 12% | |||||||
Number of consecutive trading days for determining share price | 20% | |||||||
Number of trading days for determining share price | 30 days | |||||||
Number of days for a particular event to get over for determining trading period | 150 days | |||||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||||
Excess cash paid to related parties on exercise of over allotment | $ | $ 209,040 | |||||||
Sponsor [Member] | Independent Directors [Member] | ||||||||
Share split | 6-for-5 | |||||||
Number of Directors | Directors | 2 | |||||||
Common Class A [Member] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares, Outstanding | 455,096 | 455,096 | ||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.13 | $ 10 | ||||||
Common Class A [Member] | Private Placement [Member] | ||||||||
Stock issued during period shares, new issues | 440,000 | 440,000 | ||||||
Class of warrants or rights number of shares called by each warrant or right | 11.5 | |||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 | |||||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||||
Stock issued during period shares, new issues | 1,800,000 | |||||||
Common Class A [Member] | Sponsor [Member] | ||||||||
Common Stock, Shares, Outstanding | 3,450,000 | |||||||
Shares transferred to related party | 25,000 | |||||||
Common Class B [Member] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares, Outstanding | 3,188,696 | 3,188,696 | ||||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||
Stock issued during period shares, new issues | 754,784 | |||||||
Stock forfeited during period, Shares | 261,304 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) | 12 Months Ended | ||||
Oct. 14, 2022 | May 03, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 CHF (SFr) | |
Other Commitments [Line Items] | |||||
Deferred underwriting discount per share | $ / shares | $ 0.35 | $ 0.2 | |||
Deferred compensation liability classified noncurrent | $ 4,500,000 | ||||
Rental lease expenses | $ 2,100 | $ 0 | |||
Monthly minimum rental payments and other charges due next six months | SFr | SFr 535 | ||||
Office space under lease | 12 square meter space in Lausanne, Switzerland. | ||||
Amended and Restated Registration Rights and LockUp Agreement [Member] | |||||
Other Commitments [Line Items] | |||||
Number day after the acquisition closing date | 150 days | ||||
Number of consecutive trading days for determining the share price | 30 days | ||||
Number of trading days for determining the share price | 20 days | ||||
shares issued price per share | $ / shares | $ 15 | ||||
Number day after the acquisition closing date for the rest of the holders | 180 days | ||||
Number day after the acquisition closing date for sponsor | 270 days | ||||
IPO [Member] | |||||
Other Commitments [Line Items] | |||||
Payments of stock issuance costs | $ 2,600,000 | ||||
Over-Allotment Option [Member] | |||||
Other Commitments [Line Items] | |||||
Additional deferred underwriting commission payable | $ 264,000 | ||||
Underwriting discount | $ 151,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A Ordinary Shares Subject to Possible Redemption (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Gross proceeds from Initial Public Offering | $ 0 | $ 127,547,840 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Subsequent remeasurement of Class A ordinary shares subject to possible redemption amount | 1,715,355 | 12,546,029 | |
Class A ordinary shares subject to possible redemption | 129,263,195 | $ 127,547,840 | 127,547,840 |
Common Stock Subject to Mandatory Redemption [Member] | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Gross proceeds from Initial Public Offering | 127,547,840 | ||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Fair value of Public Warrants at issuance | (5,331,850) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (7,214,179) | ||
Subsequent remeasurement of Class A ordinary shares subject to possible redemption amount | 1,715,355 | 12,546,029 | |
Class A ordinary shares subject to possible redemption | $ 129,263,195 | $ 127,547,840 | $ 127,547,840 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock, Shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 12,754,784 | 12,754,784 | 12,754,784 | 12,754,784 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred shares authorized | 1,000,000 | 1,000,000 |
Preferred shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred shares issued | 0 | 0 |
Preferred shares outstanding | 0 | 0 |
Sponsor [Member] | ||
Class of Stock [Line Items] | ||
Common stock par or stated value per share | $ 0.0001 | |
Sponsor [Member] | Conversion Of Class B Common Stock Into Class A Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Number of shares issuable on the conversion from one class to another as a percentage of total issued and outstanding shares | 20% | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, Shares authorized | 200,000,000 | 200,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 13,209,880 | 13,209,880 |
Temporary Equity, Shares Outstanding | 12,754,784 | 12,754,784 |
Common Class A [Member] | Sponsor [Member] | ||
Class of Stock [Line Items] | ||
Common stock, Shares outstanding | 13,209,880 | 13,209,880 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, Shares authorized | 20,000,000 | 20,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 3,188,696 | 3,188,696 |
Common stock, Shares outstanding | 3,188,696 | 3,188,696 |
Common stock shares voting rights | one vote | one vote |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights number of shares called by each warrant or right | 1 | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights outstanding | 4,251,595 | ||
Class of warrants or rights period after which they shall be registered from the consummation of business combination | 20 days | ||
Class of warrants period within which registration shall be effective from the consummation of business combination | 60 days | ||
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights exercise price | $ 11.5 | ||
Class of warrant or rights maturity | 5 years | ||
Sale of stock issue price per share | $ 9.2 | ||
Number of consecutive trading days for determining the volume weighted average share price | 20 days | ||
Volume weighted average price per share | $ 9.2 | ||
Class of warrants or rights number of shares called by each warrant or right | 0.361 | ||
Public Warrants [Member] | Redemption Trigger Price One [Member] | Prospective Redemption Of Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights exercise price as a percentage of newly issued share price | 115% | ||
Newly issued share price | $ 18 | ||
Class of warrants or rights redemption price per unit | $ 0.01 | ||
Minimum notice period to be given to holders of warrant for redemption | 30 days | ||
Number of trading days for determining the newly issued share price | 20 days | ||
Number of consecutive trading days for determining the newly issued share price | 30 days | ||
Public Warrants [Member] | Redemption Trigger Price Two [Member] | Prospective Redemption Of Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights exercise price as a percentage of newly issued share price | 180% | ||
Newly issued share price | $ 10 | ||
Class of warrants or rights redemption price per unit | $ 0.1 | ||
Minimum notice period to be given to holders of warrant for redemption | 30 days | ||
Number of trading days for determining the newly issued share price | 20 days | ||
Number of consecutive trading days for determining the newly issued share price | 30 days | ||
Public Warrants [Member] | After Completion Of Business Combination [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights period after which they can be exercised | 30 days | ||
Public Warrants [Member] | After Closure Of Initial Public Offer [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights period after which they can be exercised | 12 months | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights outstanding | 151,699 | ||
Private Placement Warrants [Member] | Prospective Redemption Of Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights lock in period | 30 days | ||
Share price | $ 10 | ||
Private Placement Warrants [Member] | Redemption Trigger Price One [Member] | Prospective Redemption Of Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Newly issued share price | $ 18 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Fair Value Adjustment of Warrants | $ 1,320,990 | $ 2,884,910 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Liabilities (Detail) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money Market Funds | $ 129,396,138 | $ 127,556,289 |
Fair Value, Inputs, Level 1 [Member] | Derivative Warrant Liabilities Public [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 1,275,480 | 2,550,960 |
Fair Value, Inputs, Level 1 [Member] | Derivative Warrant Liabilities Private [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money Market Funds | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Derivative Warrant Liabilities Public [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Derivative Warrant Liabilities Private [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 45,510 | 91,020 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money Market Funds | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Derivative Warrant Liabilities Public [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Derivative Warrant Liabilities Private [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information (Detail) - Fair Value, Inputs, Level 3 [Member] - Public And Private Warrants [Member] - $ / shares | May 03, 2021 | Mar. 18, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 11.5 | $ 11.5 |
Stock price | $ 9.59 | $ 9.58 |
Volatility | 18.60% | 21.70% |
Term | 5 years 6 months | 5 years 6 months |
Risk-free rate | 0.95% | 0.95% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value (Detail) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Transfer of Public, Private Warrants to Level | $ (4,691,850) |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Transfer of Public, Private Warrants to Level | (171,570) |
Over-Allotment Option [Member] | Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of Public and Private Placement Warrants - over-allotment | 291,850 |
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of Public and Private Placement Warrants - over-allotment | 5,840 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities at January 8, 2021 (inception) | 0 |
Fair Value, Inputs, Level 3 [Member] | Public And Private Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of Public and Private Placement Warrants | 5,229,200 |
Change in fair value of derivative warrant liabilities | (663,470) |
Derivative warrant liabilities at at December 31, 2021 | $ 0 |
Revision of Previously Report_3
Revision of Previously Reported Unaudited Condensed Financial Statements Subsequent to the Filing of Form 10-Q for the Quarterly Period Ended September 30, 2022 - Summary of Error Corrections and Prior Period Adjustments (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Common Class A [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Allocation of net income (loss), Basic | $ 934,444 | $ 1,020,134 | $ 1,421,731 | $ 266,703 | $ 1,108,197 | ||
Allocation of net income (loss), Diluted | 934,444 | 1,020,134 | 1,413,405 | $ 266,703 | $ 1,103,709 | ||
Weighted average shares outstanding Diluted | 12,754,784 | 10,199,476 | |||||
Weighted average shares outstanding, basic | 12,754,784 | 10,199,476 | |||||
Basic net income (loss) per ordinary share | $ 0.02 | $ 0.11 | |||||
Diluted net income (loss) per ordinary share | $ 0.02 | $ 0.11 | |||||
Class A non redeemable and Class B ordinary shares [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Allocation of net income (loss), Basic | 266,950 | 291,430 | 508,027 | ||||
Allocation of net income (loss), Diluted | $ 266,950 | $ 291,430 | $ 516,353 | ||||
Class A Ordinary Shares Subject To Possible Redemption [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Weighted average shares outstanding Diluted | 12,754,784 | 12,754,784 | 9,679,578 | 12,754,784 | 10,199,476 | ||
Weighted average shares outstanding, basic | 12,754,784 | 12,754,784 | 9,679,578 | 12,754,784 | 10,199,476 | ||
Basic net income (loss) per ordinary share | $ 0.07 | $ 0.08 | $ 0.15 | $ 0.02 | $ 0.11 | ||
Diluted net income (loss) per ordinary share | $ 0.07 | $ 0.08 | $ 0.15 | $ 0.02 | $ 0.11 | ||
Non Redeemable Class A and Class B Ordinary [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Weighted average shares outstanding Diluted | 3,643,792 | 3,643,792 | 3,536,194 | 3,643,792 | 3,465,069 | ||
Weighted average shares outstanding, basic | 3,643,792 | 3,643,792 | 3,458,799 | 3,643,792 | 3,409,725 | ||
Basic net income (loss) per ordinary share | $ 0.07 | $ 0.08 | $ 0.15 | $ 0.02 | $ 0.11 | ||
Diluted net income (loss) per ordinary share | $ 0.07 | $ 0.08 | $ 0.15 | $ 0.02 | $ 0.11 | ||
Previously Reported [Member] | Common Class A [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Allocation of net income (loss), Basic | $ 967,783 | $ 1,156,531 | $ 1,472,772 | ||||
Allocation of net income (loss), Diluted | 967,783 | 1,156,531 | 1,464,147 | ||||
Previously Reported [Member] | Class A non redeemable and Class B ordinary shares [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Allocation of net income (loss), Basic | 233,611 | 2,550 | [1] | 456,986 | |||
Allocation of net income (loss), Diluted | $ 233,611 | $ 2,550 | [1] | $ 465,611 | |||
Previously Reported [Member] | Class A Ordinary Shares Subject To Possible Redemption [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Weighted average shares outstanding Diluted | 13,209,880 | 13,209,880 | 10,027,078 | ||||
Weighted average shares outstanding, basic | 13,209,880 | 13,209,880 | 10,027,078 | ||||
Basic net income (loss) per ordinary share | $ 0.07 | $ 0.08 | $ 0.15 | ||||
Diluted net income (loss) per ordinary share | $ 0.07 | $ 0.08 | $ 0.15 | ||||
Previously Reported [Member] | Non Redeemable Class A and Class B Ordinary [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Weighted average shares outstanding Diluted | 3,188,696 | 3,188,696 | 33,188,696 | [2] | |||
Weighted average shares outstanding, basic | 3,188,696 | 3,188,696 | 33,111,301 | [2] | |||
Basic net income (loss) per ordinary share | $ 0.07 | $ 0.08 | $ 0.15 | ||||
Diluted net income (loss) per ordinary share | $ 0.07 | $ 0.08 | $ 0.15 | ||||
Revision of Prior Period, Adjustment [Member] | Common Class A [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Allocation of net income (loss), Basic | $ (33,339) | $ (136,397) | $ (51,041) | ||||
Allocation of net income (loss), Diluted | (33,339) | (136,397) | (50,742) | ||||
Revision of Prior Period, Adjustment [Member] | Class A non redeemable and Class B ordinary shares [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Allocation of net income (loss), Basic | 33,339 | 288,880 | 51,041 | ||||
Allocation of net income (loss), Diluted | $ 33,339 | $ 288,880 | $ 50,742 | ||||
Revision of Prior Period, Adjustment [Member] | Class A Ordinary Shares Subject To Possible Redemption [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Weighted average shares outstanding Diluted | (455,096) | (455,096) | (347,500) | ||||
Weighted average shares outstanding, basic | (455,096) | (455,096) | (347,500) | ||||
Revision of Prior Period, Adjustment [Member] | Non Redeemable Class A and Class B Ordinary [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Weighted average shares outstanding Diluted | 455,096 | 455,096 | (29,652,502) | ||||
Weighted average shares outstanding, basic | 455,096 | 455,096 | (29,652,502) | ||||
Basic net income (loss) per ordinary share | $ 0 | ||||||
[1]Typographical errors being corrected in relation to the allocation of net income (loss), basic, Class A non-redeemable and Class B ordinary shares, and the corresponding diluted allocation of net income (loss) amounts.[2]Typographical errors being corrected in relation to the weighted average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary shares, basic, and the corresponding diluted amounts. |
Revision of Previously Report_4
Revision of Previously Reported Unaudited Condensed Financial Statements Subsequent to the Filing of Form 10-Q for the Quarterly Period Ended September 30, 2022 - Additional Information (Detail) - Non redeemable Class A ordinary shares [Member] - Class A Ordinary Shares Subject To Possible Redemption [Member] - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Weighted average shares outstanding, Diluted | 455,096 | 347,500 |
Weighted average shares outstanding, basic | 455,096 | 347,500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 12 Months Ended | ||||||
Feb. 15, 2023 CHF (SFr) | Feb. 13, 2023 USD ($) | Jan. 30, 2023 USD ($) shares | Jan. 26, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Feb. 14, 2023 USD ($) | Jan. 25, 2023 $ / shares | |
Subsequent Event [Line Items] | |||||||
Stock issued during period,value, new issues | $ 4,210,800 | ||||||
Subsequent Event [Member] | Loan Agreement [Member] | Loans Payable [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument maturity date | Mar. 31, 2023 | ||||||
Subsequent Event [Member] | MRMJ Holding BV [Member] | Unsecured Debt [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face value | $ 750,000 | ||||||
Debt instrument maturity date | Mar. 18, 2023 | ||||||
withdrawals from note | $ 500,000 | ||||||
Subsequent Event [Member] | Oculis SA [Member] | Loan Agreement [Member] | Loans Payable Two [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face value | SFr | SFr 256,921.68 | ||||||
Subsequent Event [Member] | Oculis SA [Member] | Loan Agreement [Member] | Loans Payable One [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face value | SFr | SFr 100,000 | ||||||
Subsequent Event [Member] | PIPE Financing [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of new stock issued during the period. | shares | 7,118,891 | ||||||
Stock issued during period,value, new issues | $ 71,188,910 | ||||||
Subsequent Event [Member] | Subsequent PIPE Financing [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of new stock issued during the period. | shares | 788,500 | ||||||
Stock issued during period,value, new issues | $ 7,885,000 | ||||||
Sale of stock, price per share | $ / shares | $ 10 | ||||||
Subsequent Event [Member] | Initial PIPE Financing [member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of stock, price per share | $ / shares | $ 10 |