Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | SILVERSPAC INC. | |
Trading Symbol | SLVR | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001842644 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40207 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1578303 | |
Entity Address, Address Line One | 7 World Trade Center, 10th Floor | |
Entity Address, Address Line Two | 250 Greenwich Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10007 | |
City Area Code | (212) | |
Local Phone Number | 312-9265 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 97,268 | $ 407,210 |
Prepaid expenses | 414,723 | 430,754 |
Total Current Assets | 511,991 | 837,964 |
Prepaid expenses – long-term | 276,720 | |
Marketable securities held in Trust Account | 251,455,874 | 250,005,680 |
TOTAL ASSETS | 251,967,865 | 251,120,364 |
Current liabilities | ||
Accounts payable and accrued expenses | 442,415 | 287,931 |
Accrued offering costs | 682,345 | 687,345 |
Total Current Liabilities | 1,124,760 | 975,276 |
Warrant liabilities | 2,340,000 | 8,840,000 |
Deferred underwriting fee payable | 8,750,000 | 8,750,000 |
Total Liabilities | 12,214,760 | 18,565,276 |
Commitments and contingencies | ||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 25,000,000 shares issued and outstanding subject to possible redemption at redemption value at September 30, 2022 and December 31, 2021 | 251,455,874 | 250,005,680 |
Shareholders’ Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,250,000 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 625 | 625 |
Accumulated deficit | (11,703,394) | (17,451,217) |
Total Shareholders’ Deficit | (11,702,769) | (17,450,592) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 251,967,865 | $ 251,120,364 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, authorized | 1,000,000 | 1,000,000 |
Preference shares, issued | ||
Preference shares, outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Subject to possible redemption, shares issued | 25,000,000 | 25,000,000 |
Subject to possible redemption, shares outstanding | 25,000,000 | 25,000,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 6,250,000 | 6,250,000 |
Ordinary shares, outstanding | 6,250,000 | 6,250,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Formation and operating costs | $ 209,267 | $ 112,195 | $ 118,445 | $ 788,177 |
Loss from operations | (209,267) | (112,195) | (118,445) | (788,177) |
Other income: | ||||
Change in fair value of warrant liabilities | 910,000 | 2,424,000 | 2,424,000 | 6,500,000 |
Transaction costs allocated to warrant liabilities | (822,115) | (822,115) | ||
Interest earned (expense) on marketable securities held in Trust Account | 1,106,285 | 657 | 657 | 1,450,194 |
Total other income, net | 2,016,285 | 1,602,542 | 1,602,542 | 7,950,194 |
Net income | $ 1,807,018 | $ 1,490,347 | $ 1,484,097 | $ 7,162,017 |
Class A Ordinary Shares | ||||
Other income: | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 25,000,000 | 4,395,604 | 1,587,302 | 25,000,000 |
Basic and diluted net income per share (in Dollars per share) | $ 0.06 | $ 0.13 | $ 0.17 | $ 0.23 |
Class B Ordinary Shares | ||||
Other income: | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 6,250,000 | 7,187,500 | 7,187,500 | 6,250,000 |
Basic and diluted net income per share (in Dollars per share) | $ 0.06 | $ 0.13 | $ 0.17 | $ 0.23 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Class A Ordinary Shares | ||||
Basic and diluted weighted average shares outstanding | 25,000,000 | 4,395,604 | 1,587,302 | 25,000,000 |
Basic and diluted net income per share | $ 0.06 | $ 0.13 | $ 0.17 | $ 0.23 |
Class B Ordinary Shares | ||||
Basic and diluted weighted average shares outstanding | 6,250,000 | 7,187,500 | 7,187,500 | 6,250,000 |
Basic and diluted net income per share | $ 0.06 | $ 0.13 | $ 0.17 | $ 0.23 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jan. 20, 2021 | ||||
Balance (in Shares) at Jan. 20, 2021 | ||||
Issuance of Class B ordinary shares to Sponsor | $ 719 | 24,281 | 25,000 | |
Issuance of Class B ordinary shares to Sponsor (in Shares) | 7,187,500 | |||
Net income (loss) | (6,250) | (6,250) | ||
Balance at Mar. 31, 2021 | $ 719 | 24,281 | (6,250) | 18,750 |
Balance (in Shares) at Mar. 31, 2021 | 7,187,500 | |||
Balance at Jan. 20, 2021 | ||||
Balance (in Shares) at Jan. 20, 2021 | ||||
Net income (loss) | 1,484,097 | |||
Balance at Sep. 30, 2021 | $ 719 | (16,932,579) | (16,931,860) | |
Balance (in Shares) at Sep. 30, 2021 | 7,187,500 | |||
Balance at Mar. 31, 2021 | $ 719 | 24,281 | (6,250) | 18,750 |
Balance (in Shares) at Mar. 31, 2021 | 7,187,500 | |||
Net income (loss) | ||||
Balance at Jun. 30, 2021 | $ 719 | 24,281 | (6,250) | 18,750 |
Balance (in Shares) at Jun. 30, 2021 | 7,187,500 | |||
Cash paid in excess of fair value Private placement warrants | 3,045,292 | 3,045,292 | ||
Re-measurement for Class A ordinary shares to redemption amount | (3,069,573) | (18,416,676) | (21,486,249) | |
Net income (loss) | 1,490,347 | 1,490,347 | ||
Balance at Sep. 30, 2021 | $ 719 | (16,932,579) | (16,931,860) | |
Balance (in Shares) at Sep. 30, 2021 | 7,187,500 | |||
Balance at Dec. 31, 2021 | $ 625 | (17,451,217) | (17,450,592) | |
Balance (in Shares) at Dec. 31, 2021 | 6,250,000 | |||
Office space fees forfeited by sponsor | 36,000 | 36,000 | ||
Re-measurement for Class A ordinary shares to redemption amount | (16,419) | (16,419) | ||
Net income (loss) | 3,478,382 | 3,478,382 | ||
Balance at Mar. 31, 2022 | $ 625 | (13,953,254) | (13,952,629) | |
Balance (in Shares) at Mar. 31, 2022 | 6,250,000 | |||
Balance at Dec. 31, 2021 | $ 625 | (17,451,217) | (17,450,592) | |
Balance (in Shares) at Dec. 31, 2021 | 6,250,000 | |||
Net income (loss) | 7,162,017 | |||
Balance at Sep. 30, 2022 | $ 625 | (11,703,394) | (11,702,769) | |
Balance (in Shares) at Sep. 30, 2022 | 6,250,000 | |||
Balance at Mar. 31, 2022 | $ 625 | (13,953,254) | (13,952,629) | |
Balance (in Shares) at Mar. 31, 2022 | 6,250,000 | |||
Re-measurement for Class A ordinary shares to redemption amount | (327,490) | (327,490) | ||
Net income (loss) | 1,876,617 | 1,876,617 | ||
Balance at Jun. 30, 2022 | $ 625 | (12,404,127) | (12,403,502) | |
Balance (in Shares) at Jun. 30, 2022 | 6,250,000 | |||
Re-measurement for Class A ordinary shares to redemption amount | (1,106,285) | (1,106,285) | ||
Net income (loss) | 1,807,018 | 1,807,018 | ||
Balance at Sep. 30, 2022 | $ 625 | $ (11,703,394) | $ (11,702,769) | |
Balance (in Shares) at Sep. 30, 2022 | 6,250,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 8 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 1,484,097 | $ 7,162,017 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Formation cost paid by Sponsor in exchange for the issuance of Founder Shares | 5,000 | |
Change in fair value of warrant liabilities | (2,424,000) | (6,500,000) |
Interest earned on marketable securities held in Trust Account | (657) | (1,450,194) |
Transaction costs associated with the Initial Public Offering | 822,115 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (820,649) | 292,751 |
Accounts payable and accrued expenses | 29,633 | 190,484 |
Accrued offering costs | (273,387) | |
Net cash used in operating activities | (1,177,848) | (304,942) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (250,000,000) | |
Net cash used in investing activities | (250,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 241,846,668 | |
Proceeds from sale of Private Placement Warrants | 10,153,332 | |
Proceeds from promissory note – related party | 258,731 | |
Repayment of promissory note – related party | (258,731) | |
Payment of offering costs | (227,626) | (5,000) |
Net cash provided by (used in) financing activities | 251,772,374 | (5,000) |
Net Change in Cash | 594,526 | (309,942) |
Cash – Beginning | 407,210 | |
Cash – Ending | 594,526 | 97,268 |
Non-Cash Investing and Financing Activities: | ||
Offering costs included in accrued offering costs | 1,084,789 | |
Offering costs paid by Sponsor in exchange for the issuance of Founder Shares | 20,000 | |
Initial classification of Class A ordinary shares subject to possible redemption | 250,000,000 | |
Remeasurement of Class A ordinary shares subject to possible redemption | 657 | 1,450,194 |
Office space fees forfeited by sponsor | 36,000 | |
Deferred underwriting fee payable | $ 8,750,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS SilverSPAC Inc. is a blank check company incorporated as a Cayman Islands exempted company on January 21, 2021. On March 5, 2021, SilverSPAC Inc. effected a name change to SILVERspac Inc. (the “Company”). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through September 30, 2022, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 9, 2021. On September 14, 2021, the Company consummated the Initial Public Offering of 25,000,000 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, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to SILVERspac Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 4. Transaction costs amounted to $15,082,415, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $1,332,415 of other offering costs. Following the closing of the Initial Public Offering on September 14, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to pay the Company’s taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully complete a Business Combination. The Company will provide its shareholders 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. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, the Amended and Restated Memorandum and Articles of Association provide that the Company may not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination. The Company will have until September 14, 2023 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete 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 no more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the trust account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the 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 (other than the Company’s independent auditors), 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources; Going Concern As of September 30, 2022, the Company had $97,268 in its operating bank accounts, $251,455,874 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $612,769. As of September 30, 2022, $1,455,874 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations and dissolution expenses of up to $100,000. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or September 14, 2023, the date the Company is required to liquidate. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern” (“ASC 205-40”), the Company has until September 14, 2023, to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these condensed consolidated financial statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 14, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2022. The interim results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods. Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the current year’s presentation. Such reclassifications have no effect on net income (loss) as previously reported. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability classified warrants are recognized as a non-cash gain or loss on the statements of operations (see Note 9). The Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. 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. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (7,166,666 ) Class A ordinary shares issuance costs (14,318,926 ) Plus: Remeasurement of carrying value to redemption value 21,491,272 Class A ordinary shares subject to possible redemption, December 31, 2021 250,005,680 Plus: Remeasurement of carrying value to redemption value 16,419 Class A ordinary shares subject to possible redemption, March 31, 2022 250,022,099 Plus: Remeasurement of carrying value to redemption value 327,490 Class A ordinary shares subject to possible redemption, June 30, 2022 250,349,589 Plus: Remeasurement of carrying value to redemption value 1,106,285 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 251,455,874 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s income tax provision was zero for the periods presented. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are 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 are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged to accumulated deficit, due to a lack of balance in additional paid in capital, upon the completion of the Initial Public Offering. Offering costs amounted to $15,082,415, of which $14,260,300 were charged to shareholders’ deficit upon the completion of the Initial Public Offering and $822,115 was expensed to the statements of operations. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,000,000 Class A ordinary shares in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended September 30, 2021 Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,445,614 $ 361,404 $ 565,563 924,784 $ 5,729,614 $ 1,432,403 $ 268,463 $ 1,215,634 Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 4,395,604 7,187,500 25,000,000 6,250,000 1,587,302 7,187,500 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.13 0.13 $ 0.23 $ 0.23 $ 0.17 $ 0.17 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 Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9.) Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Regulated Operations [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Abstract | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant (for an aggregate purchase price of $7,000,000) from the Company in a private placement. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 21, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). In February 2021 and July 2021 (with respect to Ms. Roffman), our Sponsor transferred 25,000 Founder Shares to each of David Z. Hirsh, Bonnie Kintzer, Dana Roffman, David Sable and Hagi Schwartz, our independent director nominees, at their original per-share purchase price. The Founder Shares included an aggregate of up to 937,500 shares which were subject to forfeiture depending on the extent that the underwriters’ over-allotment option was not exercised, if at all. On October 25, 2021, upon the expiration of the 45-day period and the underwriters not exercising the over-allotment option, 937,500 Founder Shares were forfeited by the Sponsor in order for the number of Founder Shares to collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. The initial shareholders have 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 a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. In connection with the closing of the Initial Public Offering, certain qualified institutional buyers or institutional accredited investors (“Anchor Investors”) acquired from the Sponsor an indirect economic interest in an aggregate of 1,485,606 Founder Shares at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute such Founder Shares to the Anchor Investors after the completion of a Business Combination. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $8,393,674, or $5.65 per share. The fair value of the Founder Shares were valued using a binomial/lattice model. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was 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 related to the Founder Shares amounted to $8,393,674, of which $369,322 were expensed to the statements of operations and included in transaction costs attributable to warrant liabilities and the remaining $8,024,352 was netted to accumulated deficit due to a lack of balance in additional paid in capital. The allocation of the Founder Shares to the director nominees is in 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 Company has hired a valuation firm to assess using the lattice model, the fair value associated with the Founder Shares granted. The fair value of the 100,000 shares granted to the Company’s director nominees in February 2021 was $252,000 or $2.52 per share. The fair value of the 25,000 shares granted in July 2021 was $77,500 or $3.10 per share. The Founder Shares were granted 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 met under the applicable accounting literature in this circumstance. As of September 30, 2022, the Company determined the performance conditions had not been met, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date the performance conditions are met (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares vested times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Office Space and Indemnification Agreement The Company entered into an office space and indemnification agreement with the Sponsor and Silverstein Properties, commencing on September 9, 2021 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to, among other things, pay Silverstein Properties LLC a total of up to $120,000 per year for office space. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these fees. On March 21, 2022, the Company entered into an amendment to the office space and indemnification agreement (as amended, the “Amended Office Space and Indemnification Agreement”) pursuant to which Silverstein Properties waived any prior payments that were previously owed under the original agreement and agreed to decrease the total annual fee we would pay Silverstein Properties for office space from $120,000 to $12,000 per year, effective from September 9, 2021. As a result of the Amended Office Space and Indemnification agreement, the Company recorded a contribution to additional paid in capital of $36,000. For the three and nine months ended September 30, 2022, the company incurred $3,000 and $9,000 in fees for these services, respectively. For the three months ended September 30, 2021, and for the period from January 21, 2021 (inception) through September 30, 2021, the Company did not incur any fees for these services. As of September 30, 2022, and December 31, 2021, there were $13,000 and $40,000 included in accrued expenses in the accompanying condensed balance sheets. Promissory Note — Related Party On January 26, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021, or the consummation of the Initial Public Offering. The outstanding amount of $258,731 was repaid during the Initial Public Offering. Related Party Loans In order to fund working capital deficiencies or to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans will be repaid upon consummation of a Business Combination, without interest. As of September 30, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on September 9, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the 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 and upon conversion of the Founder Shares) are entitled to certain registration rights. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On October 25, 2021, the over-allotment option expired unexercised. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On October 25, 2021, upon the expiration of the 45-day period and the underwriters not exercising the over-allotment option, the Sponsor surrendered, for no consideration, 937,500 Class B ordinary shares held by the Sponsor. Deferred Legal Fee In connection with the closing of the Initial Public Offering, the Company became obligated to pay its attorneys a deferred legal fee of $681,933 upon consummation of a Business Combination, of which such amount is included in accrued offering cost in the accompanying condensed balance sheet at September 30, 2022 and December 31, 2021. The deferred fee will be forfeited by the attorneys in the event that the Company fails to complete a Business Combination. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT) Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class B ordinary shares will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Warrant Liability Abstract | |
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES At September 30, 2022 and December 31, 2021, there are 8,333,333 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant); and ● if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of September 30, 2022 and December 31, 2021, there are 4,666,667 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value 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 at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2022 December 31, Assets: Marketable securities held in Trust Account 1 $ 251,455,874 $ 250,005,680 Liabilities: Warrant liability – Public Warrants 1 $ 1,500,000 $ 5,666,666 Warrant liability – Private Placement Warrants 2 $ 840,000 $ 3,173,334 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of operations. For periods subsequent to the detachment of the Public Warrants from the Units on November 1, 2021, the closing price of the Public Warrants will be used as the fair value as of each relevant date. The subsequent measurements of the Private Placement Warrants are classified as Level 2 due to the use of the closing price of the Public Warrants, an observable market quote for a similar asset in an active market. For September 30, 2022 and December 31, 2021, the Public Warrants have detached from the Units, and the closing price is utilized as the fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2022. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. Working Capital Promissory Note On November 8, 2022, the Company issued a promissory note to the Sponsor in an aggregate amount of $250,000 (the “Working Capital Promissory Note”). The Working Capital Promissory Note is non-interest bearing and is due and payable in full in cash on the earlier of (i) the date by which we have to complete a Business Combination and (ii) the effective date of a Business Combination. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2022. The interim results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods. |
Reclassifications | Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the current year’s presentation. Such reclassifications have no effect on net income (loss) as previously reported. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability classified warrants are recognized as a non-cash gain or loss on the statements of operations (see Note 9). The Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. |
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. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (7,166,666 ) Class A ordinary shares issuance costs (14,318,926 ) Plus: Remeasurement of carrying value to redemption value 21,491,272 Class A ordinary shares subject to possible redemption, December 31, 2021 250,005,680 Plus: Remeasurement of carrying value to redemption value 16,419 Class A ordinary shares subject to possible redemption, March 31, 2022 250,022,099 Plus: Remeasurement of carrying value to redemption value 327,490 Class A ordinary shares subject to possible redemption, June 30, 2022 250,349,589 Plus: Remeasurement of carrying value to redemption value 1,106,285 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 251,455,874 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s income tax provision was zero for the periods presented. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are 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 are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged to accumulated deficit, due to a lack of balance in additional paid in capital, upon the completion of the Initial Public Offering. Offering costs amounted to $15,082,415, of which $14,260,300 were charged to shareholders’ deficit upon the completion of the Initial Public Offering and $822,115 was expensed to the statements of operations. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,000,000 Class A ordinary shares in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended September 30, 2021 Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,445,614 $ 361,404 $ 565,563 924,784 $ 5,729,614 $ 1,432,403 $ 268,463 $ 1,215,634 Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 4,395,604 7,187,500 25,000,000 6,250,000 1,587,302 7,187,500 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.13 0.13 $ 0.23 $ 0.23 $ 0.17 $ 0.17 |
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 Coverage of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9.) |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of class A ordinary shares reflected in the condensed balance sheets | Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (7,166,666 ) Class A ordinary shares issuance costs (14,318,926 ) Plus: Remeasurement of carrying value to redemption value 21,491,272 Class A ordinary shares subject to possible redemption, December 31, 2021 250,005,680 Plus: Remeasurement of carrying value to redemption value 16,419 Class A ordinary shares subject to possible redemption, March 31, 2022 250,022,099 Plus: Remeasurement of carrying value to redemption value 327,490 Class A ordinary shares subject to possible redemption, June 30, 2022 250,349,589 Plus: Remeasurement of carrying value to redemption value 1,106,285 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 251,455,874 |
Schedule of basic and diluted net income per ordinary share | Three Months Ended Three Months Ended September 30, 2021 Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,445,614 $ 361,404 $ 565,563 924,784 $ 5,729,614 $ 1,432,403 $ 268,463 $ 1,215,634 Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 4,395,604 7,187,500 25,000,000 6,250,000 1,587,302 7,187,500 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.13 0.13 $ 0.23 $ 0.23 $ 0.17 $ 0.17 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis | Description Level September 30, 2022 December 31, Assets: Marketable securities held in Trust Account 1 $ 251,455,874 $ 250,005,680 Liabilities: Warrant liability – Public Warrants 1 $ 1,500,000 $ 5,666,666 Warrant liability – Private Placement Warrants 2 $ 840,000 $ 3,173,334 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 9 Months Ended | |
Sep. 14, 2021 | Sep. 30, 2022 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 10 | $ 10 |
Gross proceeds | $ 250,000,000 | |
Sale of warrants (in Shares) | 4,666,667 | |
Gross proceeds | $ 7,000,000 | |
Transaction costs amount | 15,082,415 | |
Underwriting fees | 5,000,000 | |
Deferred underwriting fees | 8,750,000 | |
Other offering costs | $ 1,332,415 | |
Trust account, Per share (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Aggregate of public shares | 15% | |
Redeem of public shares | 100% | |
Interest to pay dissolution expenses | $ 100,000 | |
Per public share (in Dollars per share) | $ 10 | |
Operating bank accounts | $ 97,268 | |
Securities held in the trust account | 251,455,874 | |
Working capital deficit | 612,769 | |
Amount on deposit in the trust account | 1,455,874 | |
Dissolution expenses | $ 100,000 | |
Going concern of financial statements year | 1 year | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of shares in units (in Shares) | 25,000,000 | |
Price per unit (in Dollars per share) | $ 10 | |
Net Proceeds | $ 250,000,000 | |
Private Placement Warrant [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 1.5 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Business combination description | The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully complete a Business Combination. | |
Net tangible assets | $ 5,000,001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | 15,082,415 |
Shareholders’ deficit | 14,260,300 |
Expensed to the statements of operations | $ 822,115 |
Class A Ordinary Shares [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Ordinary shares (in Shares) | shares | 13,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A ordinary shares reflected in the condensed balance sheets - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Class AOrdinary Shares Reflected In The Condensed Balance Sheets Abstract | ||||
Gross proceeds | $ 250,000,000 | |||
Less: | ||||
Proceeds allocated to Public Warrants | (7,166,666) | |||
Class A ordinary shares issuance costs | (14,318,926) | |||
Plus: | ||||
Remeasurement of carrying value to redemption value | $ 1,106,285 | $ 327,490 | $ 16,419 | 21,491,272 |
Class A ordinary shares subject to possible redemption | $ 251,455,874 | $ 250,349,589 | $ 250,022,099 | $ 250,005,680 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per ordinary share - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Class A [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 1,445,614 | $ 565,563 | $ 268,463 | $ 5,729,614 |
Denominator: | ||||
Basic weighted average shares outstanding | 25,000,000 | 4,395,604 | 1,587,302 | 25,000,000 |
Basic net income per ordinary share | $ 0.06 | $ 0.13 | $ 0.17 | $ 0.23 |
Class B [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 361,404 | $ 924,784 | $ 1,215,634 | $ 1,432,403 |
Denominator: | ||||
Basic weighted average shares outstanding | 6,250,000 | 7,187,500 | 7,187,500 | 6,250,000 |
Basic net income per ordinary share | $ 0.06 | $ 0.13 | $ 0.17 | $ 0.23 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per ordinary share (Parentheticals) - $ / shares | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per ordinary share (Parentheticals) [Line Items] | ||||
Diluted weighted average shares outstanding | 25,000,000 | 4,395,604 | 1,587,302 | 25,000,000 |
Diluted net income per ordinary share | $ 0.06 | $ 0.13 | $ 0.17 | $ 0.23 |
Class B [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per ordinary share (Parentheticals) [Line Items] | ||||
Diluted weighted average shares outstanding | 6,250,000 | 7,187,500 | 7,187,500 | 6,250,000 |
Diluted net income per ordinary share | $ 0.06 | $ 0.13 | $ 0.17 | $ 0.23 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Initial Public Offering (Details) [Line Items] | |
Sold units | shares | 25,000,000 |
Purchase price per share | $ / shares | $ 10 |
Public warrant description | Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8). |
Private Placement (Details)
Private Placement (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price | $ | $ 7,000,000 |
Private Placement Warrants [Member] | |
Private Placement (Details) [Line Items] | |
Sponsor purchased an aggregate | shares | 4,666,667 |
Price per share | $ / shares | $ 1.5 |
Class A Ordinary Share [Member] | |
Private Placement (Details) [Line Items] | |
Ordinary share issued | shares | 1 |
Class A Ordinary Shares [Member] | |
Private Placement (Details) [Line Items] | |
Price per share | $ / shares | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jan. 21, 2021 | Oct. 25, 2021 | Jul. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Mar. 21, 2022 | Dec. 31, 2021 | Sep. 09, 2021 | Jan. 26, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||||
Exceeds per shares (in Dollars per share) | $ 12 | |||||||||
Shares granted (in Shares) | 25,000 | 100,000 | ||||||||
Granted value | $ 77,500 | $ 252,000 | ||||||||
Granted price, per share (in Dollars per share) | $ 3.1 | $ 2.52 | ||||||||
Additional paid in capital | $ 36,000 | $ 36,000 | ||||||||
Service fees | 3,000 | 9,000 | ||||||||
Accrued expenses | 13,000 | 13,000 | $ 40,000 | |||||||
Aggregate principal amount | $ 300,000 | |||||||||
Outstanding amount repaid | $ 258,731 | |||||||||
Maximum [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Office space | $ 120,000 | |||||||||
Minimum [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Office space | $ 12,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Founder shares (in Shares) | 937,500 | |||||||||
Class B Ordinary Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Consideration amount (in Shares) | 7,187,500 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Payment of certain offering and formation costs | $ 25,000 | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Transferd founder shares (in Shares) | 25,000 | 25,000 | ||||||||
Subject to forfeiture (in Shares) | 937,500 | 937,500 | ||||||||
Founder shares (in Shares) | 1,485,606 | |||||||||
Issued and outstanding, percentage | 20% | |||||||||
Aggregate fair value | $ 8,393,674 | $ 8,393,674 | ||||||||
Per share price (in Dollars per share) | $ 5.65 | $ 5.65 | ||||||||
Offering costs | $ 8,393,674 | $ 8,393,674 | ||||||||
Expensed to the statements of operations | 369,322 | 369,322 | ||||||||
Accumulated deficit | $ 8,024,352 | $ 8,024,352 | ||||||||
Silverstein Properties LLC [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Office space per year amount | $ 120,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Oct. 25, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||
Additional units (in Shares) | 3,750,000 | |
Cash underwriting discount (in Dollars per share) | $ 0.2 | |
Aggregate underwriting fee | $ 5,000,000 | |
Deferred fee of per unit (in Dollars per share) | $ 0.35 | |
Aggregate deferred fee | $ 8,750,000 | |
Deferred legal fee | $ 681,933 | |
Class B Ordinary Shares [Member] | Sponsor [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Shares held by the sponsor (in Shares) | 937,500 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Details) - $ / shares | 1 Months Ended | ||
Oct. 25, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||
Preference shares authorized | 1,000,000 | 1,000,000 | |
Preference shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Class A Ordinary Shares [Member] | |||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||
Ordinary shares, authorized | 200,000,000 | 200,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, issued | 25,000,000 | 25,000,000 | |
Ordinary shares, outstanding | 25,000,000 | 25,000,000 | |
Ordinary shares subject to possible redemption | 25,000,000 | ||
Class B Ordinary Shares [Member] | |||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||
Ordinary shares, authorized | 20,000,000 | 20,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, issued | 6,250,000 | 6,250,000 | |
Ordinary shares, outstanding | 6,250,000 | 6,250,000 | |
Founder Shares [Member] | Initial Public Offering [Member] | |||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||
Percentage of issued and outstanding | 20% | ||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||
Forfeited by the sponsor | 937,500 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrant Liabilities (Details) [Line Items] | ||
Warrants expire term | 5 years | |
Public warrants, description | ●at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant); and ● if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. | |
Class A Ordinary Shares [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Redemption of warrants (in Dollars) | $ 18 | |
Private Placemat Warrant [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding | 4,666,667 | 4,666,667 |
Business Combination [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Business combination, description | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | |
Public Warrants [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding | 8,333,333 | 8,333,333 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 251,455,874 | $ 250,005,680 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant liability | 1,500,000 | 5,666,666 |
Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant liability | $ 840,000 | $ 3,173,334 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 08, 2022 |
Subsequent Events [Abstract] | |
Working Capital Promissory Note | On November 8, 2022, the Company issued a promissory note to the Sponsor in an aggregate amount of $250,000 (the “Working Capital Promissory Note”). The Working Capital Promissory Note is non-interest bearing and is due and payable in full in cash on the earlier of (i) the date by which we have to complete a Business Combination and (ii) the effective date of a Business Combination. |