Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 18, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-41529 | |
Entity Registrant Name | SPRING VALLEY ACQUISITION CORP. II | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1579063 | |
Entity Address, Address Line One | Cayman Islands | |
Entity Address, City or Town | Dallas | |
Entity Address State Or Province | TX | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 214 | |
Local Phone Number | 308-5230 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001843477 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, one right and one-half of one redeemable public warrant | |
Trading Symbol | SVIIU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | SVII | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable public warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | SVIIW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,666,667 | |
Rights included as part of the units to acquire one-tenth (1/10) of one share of Class A ordinary share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights included as part of the units to acquire one-tenth (1/10) of one share of Class A ordinary share | |
Trading Symbol | SVIIR | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Deferred offering costs associated with initial public offering | $ 658,927 | $ 615,435 |
Total Assets | 658,927 | 615,435 |
Liabilities and Shareholders' Deficit: | ||
Accounts payable | 43,404 | 19,161 |
Accrued expenses | 386,442 | 415,660 |
Note payable - related party | 269,088 | 168,043 |
Total current liabilities | 698,934 | 602,864 |
Commitments and Contingencies | ||
Shareholders' Deficit: | ||
Additional paid-in capital | 24,233 | 24,233 |
Accumulated deficit | (65,007) | (12,429) |
Total shareholders' Equity (Deficit) | (40,007) | 12,571 |
Total Liabilities and Shareholders' Equity (Deficit) | 658,927 | 615,435 |
Class B Ordinary Shares | ||
Shareholders' Deficit: | ||
Common stock | $ 767 | $ 767 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2022 | Mar. 18, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Class A Ordinary Shares | |||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 300,000,000 | 300,000,000 | |
Common shares, shares issued | 0 | 0 | |
Common shares, shares outstanding | 0 | 0 | |
Class B Ordinary Shares | |||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 30,000,000 | 30,000,000 | |
Common shares, shares issued | 7,666,667 | 7,666,667 | |
Common shares, shares outstanding | 7,666,667 | 7,666,667 | 7,666,667 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS | ||||
General and administrative expenses | $ 21,879 | $ 7,965 | $ 52,578 | |
Other income: | ||||
Net loss | $ (21,879) | $ (7,965) | $ (52,578) | |
Weighted average shares outstanding, basic | 6,666,667 | 6,666,667 | 6,666,667 | 6,666,667 |
Weighted average shares outstanding, diluted | 6,666,667 | 6,666,667 | 6,666,667 | 6,666,667 |
Basic net loss per share | $ 0 | $ 0 | $ (0.01) | |
Diluted net loss per share | $ 0 | $ 0 | $ (0.01) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Class B Ordinary Shares Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jan. 19, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Jan. 19, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B common stock to Sponsors | $ 767 | 24,233 | 25,000 | |
Number of shares issued | 7,666,667 | |||
Net income | (7,965) | (7,965) | ||
Balance at the end at Mar. 31, 2021 | $ 767 | 24,233 | (7,965) | 17,035 |
Balance at the end (in shares) at Mar. 31, 2021 | 7,666,667 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | $ 0 | 0 | 0 | 0 |
Balance at the end at Jun. 30, 2021 | $ 767 | 24,233 | (7,965) | 17,035 |
Balance at the end (in shares) at Jun. 30, 2021 | 7,666,667 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | $ 0 | 0 | 0 | |
Balance at the end at Sep. 30, 2021 | $ 767 | 24,233 | 17,035 | |
Balance at the end (in shares) at Sep. 30, 2021 | 7,666,667 | |||
Balance at the beginning at Dec. 31, 2021 | $ 767 | 24,233 | (12,429) | 12,571 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 7,666,667 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | (29,342) | (29,342) | ||
Balance at the end at Mar. 31, 2022 | $ 767 | 24,233 | (41,771) | (16,771) |
Balance at the end (in shares) at Mar. 31, 2022 | 7,666,667 | |||
Balance at the beginning at Dec. 31, 2021 | $ 767 | 24,233 | (12,429) | 12,571 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 7,666,667 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | (52,578) | |||
Balance at the end at Sep. 30, 2022 | $ 767 | 24,233 | (65,007) | (40,007) |
Balance at the end (in shares) at Sep. 30, 2022 | 7,666,667 | |||
Balance at the beginning at Mar. 31, 2022 | $ 767 | 24,233 | (41,771) | (16,771) |
Balance at the beginning (in shares) at Mar. 31, 2022 | 7,666,667 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | (1,357) | (1,357) | ||
Balance at the end at Jun. 30, 2022 | $ 767 | 24,233 | (43,128) | (18,128) |
Balance at the end (in shares) at Jun. 30, 2022 | 7,666,667 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | (21,879) | (21,879) | ||
Balance at the end at Sep. 30, 2022 | $ 767 | $ 24,233 | $ (65,007) | $ (40,007) |
Balance at the end (in shares) at Sep. 30, 2022 | 7,666,667 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 8 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (7,965) | $ (52,578) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid by Sponsor under promissory note | 0 | 13,840 |
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 7,965 | 0 |
Changes in operating assets and liabilities: | ||
Accounts payable | 0 | 22,295 |
Accrued expenses | 0 | 16,443 |
Net cash used in operating activities | 0 | 0 |
Net Change in Cash | 0 | 0 |
Cash - Beginning | 0 | 0 |
Cash - Ending | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Deferred offering costs included in accrued expenses | 315,033 | 0 |
Deferred offering costs included in accounts payable | 27,751 | 21,110 |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 17,049 | 0 |
Deferred offering costs paid by Sponsor under promissory note | 154,975 | 68,043 |
Prior accounts payable balance paid by Sponsor under promissory note | 0 | 19,162 |
Reversal of accrued offering expenses | $ 0 | $ 45,661 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization, Business Operations and Liquidity | |
Description of Organization, Business Operations and Liquidity | Note 1 — Description of Organization, Business Operations and Liquidity Spring Valley Acquisition Corp. II (the “Company”) is a blank check company incorporated in Cayman Islands on January 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from January 19, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 12, 2022. On October 17, 2022, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the issuance of 3,000,000 Units as a result of the underwriter’s full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $230.0 million, and incurring offering costs of approximately $13.4 million, of which approximately $8.1 million was for deferred underwriting commissions (Note 5). Each Unit consists of one Class A ordinary share, one right to receive one-tenth one Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 13,350,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $13.4 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $235.8 million ($10.25 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the Target (as defined below) or otherwise acquires a controlling interest in the Target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Company’s issued and outstanding Public Shares (the “Public 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 shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.25 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The Public Shares were recorded at a redemption value and classified as temporary equity upon consummation of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the U.S. Securities and Exchange Commission (“SEC”) prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders will not be entitled to redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal 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 SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The 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 prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) 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. The Company will have 15 months 15 months three months 18 months 15-month If the Company is unable to complete a Business Combination within 15 months 18 months Combination) (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 ten The initial shareholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.25. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.25 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our 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 registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2022, the Company had a working capital deficit of approximately $699,000. The Company’s liquidity needs through September 30, 2022 were satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for issuance of the Founder Shares (as defined in Note 4), and loan from the Sponsor of approximately $269,000 under the Note (as defined in Note 5). Subsequently, the Company’s liquidity needs had been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. The Company repaid the Note in full on October 18, 2022. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 4) as may be required (of which up to $1.5 million may be converted at the lender’s option into warrants). As of September 30, 2022 and December 31, 2021 there was no Working Capital Loan outstanding. Based on the foregoing, management believes that after the consummation of the Initial Public Offering and the Private Placement, the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing and the Sponsor has financial wherewithal. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. 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 during the reporting periods. Actual results could differ from those estimates. 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 these unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 had no cash equivalents as of September 30, 2022 and December 31, 2021. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. 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. Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. Upon the consummation of the Initial Public Offering and the Private Placement on October 17, 2022, the Company accounted for the Rights and warrants to be issued in connection with the Initial Public Offering and the Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that the Rights and warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the instruments continue to be classified in equity. Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consisted of legal, accounting, and other costs incurred through the balance sheet dates that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, deferred offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Deferred offering costs allocated to the warrants and Rights were charged to equity. Deferred offering costs allocated to the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021 were reduced for the effect of an aggregate of 1,000,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 4). On October 17, 2022, the underwriter consummated the exercise in full of the over-allotment; thus, these 1,000,000 Class B ordinary shares were no longer subject to forfeiture. As of September 30, 2022 and 2021, the Company did not have any dilutive securities and 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 loss per ordinary share is the same as basic loss per ordinary share for the periods presented. Income Taxes The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands (“Cayman”). In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 — Initial Public Offering On October 17, 2022, the Company consummated its Initial Public Offering of 23,000,000 Units, including the issuance of 3,000,000 Units as a result of the underwriter’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $230.0 million, and incurring offering costs of approximately $13.4 million, of which approximately $8.1 million was for deferred underwriting commissions. Each Unit consists of one share of Class A ordinary shares, one one |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
RELATED PARTY TRANSACTIONS | Note 4 — Related Party Transactions Founder Shares On January 26, 2021, the Sponsor purchased 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), to cover certain expenses on the Company’s behalf for an aggregate purchase price of $25,000. On March 18, 2022, the Company effectuated a share capitalization with respect to its Class B ordinary shares of 1,916,667 shares thereof, resulting in an aggregate of 7,666,667 Class B ordinary shares outstanding. The Sponsor agreed to forfeit up to an aggregate of 1,000,000 Founder Shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters or is reduced, so that the Founder Shares would represent 25% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 17, 2022, the underwriter consummated the exercise in full of the over-allotment; thus, these 1,000,000 Founder Shares were no longer subject to forfeiture. The initial shareholders, and the executive officers and directors of the Company, agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 30 150 The Founder Shares are subject to performance and market condition vesting terms. The Sponsor agreed that upon and subject to the completion of the initial Business Combination, 25% of the Founder Shares then held by the Sponsor (which will be converted in Class A ordinary shares as described in Note 6) shall be considered to be newly unvested shares, which will vest only if the closing price of the Company’s Class A ordinary shares on Nasdaq equals or exceeds $12.50 for any 20 30 In February 2021, the Sponsor transferred 40,000 Class B ordinary shares to each of the Company’s directors. The sale of the Founder Shares is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of October 17, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 13,350,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $13.4 million. Each Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per ordinary share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans Promissory Note to Sponsor The Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note, dated on January 26, 2021 and was later amended and restated on January 28, 2022 and subsequently amended and restated a second time on September 26, 2022 (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of September 30, 2022 and December 31, 2021, the Company borrowed approximately $269,000 and approximately $168,000 under the Note, respectively. The Company fully repaid the Note on October 18, 2022. Upon consummation of the Initial Public Offering, the Note was no longer available to the Company. Working Capital Loan In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, 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 would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Extension Loans As described in Note 1, if the Company extends the time it has to consummate the initial Business Combination to 18 months from the closing of the Initial Public Offering, the Sponsor or its affiliates or designees may, but are not obligated to, provided the Extension Loans to the Company for an amount of $0.10 per Public Share, or $2.3 million in the aggregate, to deposit in Trust Account. The Extension Loans will be non-interest bearing and payable upon the consummation of the initial Business Combination. If the Company completes its initial Business Combination, it would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Such Extension Loans may be converted into warrants of the post Business Combination entity, identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. If the Company does not complete a Business Combination, it will not repay such loans. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Extension Loans. Administrative Services Agreement On October 12, 2022, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor an amount of $10,000 per month for office space, secretarial and administrative support services provided to members of the management team through the earlier of consummation of the initial Business Combination and the liquidation. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Shareholder and Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement to be signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we 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 underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $8.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer a portion of their fees (“Deferred Legal Fees”). The deferred fee will become payable solely in the event that the Company completes a Business Combination. As of September 30, 2022 and December 31, 2021, the Company had Deferred Legal Fees of approximately $518,000 in connection with such services. The Company will recognize an expense for these services when the performance trigger is considered probable. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 6 — Shareholders’ Deficit Preference Shares — Class A Ordinary Shares Class B Ordinary Shares — Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial Business Combination, at a ratio such 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, 25% of the sum of (i) the total number of all Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Class B ordinary shares plus (iii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Prior to the initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on the appointment of directors. Rights — one Warrants — 30 days 12 months 20 statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the public warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may 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. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon the Company’s redemption or liquidation. The exercise price of each Warrant is $11.50 per share, subject to adjustment as described herein. In addition, if the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board 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”), the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if the last reported sale price of 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). The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each Public Warrant being exercised. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 7 — Subsequent Events The Company has evaluated subsequent events to determine if events or transactions, occurring after the balance sheet date through the date the unaudited condensed financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed financial statements and did not identify any subsequent events that would require recognition or disclosures, except as noted in Note 1, 3, 4, and 5 above regarding the consummation of Initial Public Offering, the Private Placement, and the repayment of the Note. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. 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 during the reporting periods. Actual results could differ from those estimates. 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 these unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 had no cash equivalents as of September 30, 2022 and December 31, 2021. |
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 FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
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. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. Upon the consummation of the Initial Public Offering and the Private Placement on October 17, 2022, the Company accounted for the Rights and warrants to be issued in connection with the Initial Public Offering and the Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that the Rights and warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the instruments continue to be classified in equity. |
Deferred Offering Costs Associated with the Initial Public Offering | Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consisted of legal, accounting, and other costs incurred through the balance sheet dates that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, deferred offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Deferred offering costs allocated to the warrants and Rights were charged to equity. Deferred offering costs allocated to the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021 were reduced for the effect of an aggregate of 1,000,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 4). On October 17, 2022, the underwriter consummated the exercise in full of the over-allotment; thus, these 1,000,000 Class B ordinary shares were no longer subject to forfeiture. As of September 30, 2022 and 2021, the Company did not have any dilutive securities and 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 loss per ordinary share is the same as basic loss per ordinary share for the periods presented. |
Income Taxes | Income Taxes The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands (“Cayman”). In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity (Details) - USD ($) | 2 Months Ended | 9 Months Ended | |
Oct. 17, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10.25 | ||
Proceeds from issuance initial public offering | $ 235,800,000 | ||
Number of shares issued per right | 0.10 | ||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | ||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||
Redemption limit percentage without prior consent | 15 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 1% | |
Period for consummation of business combination | 15 months | ||
Extended period for business combination | 3 months | ||
Total period for consummation of business combination | 18 months | ||
Public share price (per share) | $ 0.10 | ||
Additional fund deposited into Trust Account | $ 2,300,000 | ||
Redemption period upon closure | 10 days | ||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||
Working Capital | $ 699,000 | ||
Consideration received from sponsor | 25,000 | ||
Loan from sponsor under the note | 269,000 | ||
Outstanding working capital loans | $ 0 | ||
Loan amount converted into warrants | 1,500,000 | ||
Aggregate purchase price | $ 25,000 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 13,350,000 | ||
Price of warrant | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 13,400,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 23,000,000 | ||
Purchase price, per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 230,000,000 | ||
Offering costs | 13,400,000 | ||
Deferred Offering Costs Noncurrent | $ 8,100,000 | ||
Number of shares issued per unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Number of shares issued per right | 0.10 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 0.50 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 13,350,000 | ||
Price of warrant | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 13,400,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 3,000,000 | ||
Purchase price, per unit | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |||
Oct. 17, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Cash equivalents | $ 0 | $ 0 | ||
Unrecognized tax benefits | 0 | |||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |||
Proceeds from issuance initial public offering | $ 235,800,000 | |||
Purchase price, per unit | $ 10.25 | |||
Initial Public Offering | ||||
Stock Issued During Period, Shares, New Issues | 23,000,000 | |||
Proceeds from issuance initial public offering | $ 230,000,000 | |||
Deferred underwriting fees | $ 8,100,000 | |||
Number of shares issued per unit | 1 | |||
Number of warrants issued per right | 0.5 | |||
Purchase price, per unit | $ 10 | |||
Over-allotment option | ||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||
Purchase price, per unit | $ 10 | |||
Private Placement Warrants | ||||
Exercise price of warrants | $ 11.50 | |||
Number of shares issuable per warrant | 1 | |||
Sale of Private Placement Warrants (in shares) | 13,350,000 | |||
Price of warrant | $ 1 | |||
Public Warrants | ||||
Threshold trading days for redemption of public warrants | 20 days | |||
Redemption period | 30 days | |||
Stock price trigger for redemption of public warrants | $ 18 | |||
Public Warrants expiration term | 5 years | |||
Public Warrants | Initial Public Offering | ||||
Number of shares issuable per warrant | 1 | |||
Number of warrants issued per right | 0.50 | |||
Class A Ordinary Shares | ||||
Share Price | $ 9.20 | |||
Class A Ordinary Shares | Public Warrants | Initial Public Offering | ||||
Exercise price of warrants | $ 11.50 | |||
Class B Ordinary Shares | ||||
Shares subject to forfeiture | 1,000,000 | 1,000,000 | ||
Number of shares subject to forfeiture | 1,000,000 | 1,000,000 | ||
Class B Ordinary Shares | Over-allotment option | ||||
Number of shares no longer subject to forfeiture | 1,000,000 | 1,000,000 |
Initial Public Offering - (Deta
Initial Public Offering - (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Oct. 17, 2022 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10.25 | |
Proceeds from issuance initial public offering | $ 235.8 | |
Number Of Shares Issued Per Right | 0.10 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | 23,000,000 | |
Purchase price, per unit | $ 10 | |
Proceeds from issuance initial public offering | $ 230 | |
Proceeds from Issuance of Common Stock | 230 | |
Offering costs | 13.4 | |
Deferred underwriting fees | $ 8.1 | |
Number of shares issued per unit | 1 | |
Number of warrants in a unit | 0.5 | |
Number Of Shares Issued Per Right | 0.10 | |
Deferred underwriting commissions | $ 8.1 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 0.50 | |
Number of shares issuable per warrant | 1 | |
Initial Public Offering | Public Warrants | Class A Ordinary Shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | 3,000,000 | |
Purchase price, per unit | $ 10 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 9 Months Ended | |||||
Oct. 17, 2022 | Mar. 18, 2022 | Jan. 26, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||
Consideration received from sponsor | $ 25,000 | |||||
Private Placement Warrants | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | 13,350,000 | |||||
Price of warrant | $ 1 | |||||
Proceeds from sale of Private Placement Warrants | $ 13,400,000 | |||||
Number of shares issuable per warrant | 1 | |||||
Exercise price of warrants | $ 11.50 | |||||
Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 3,000,000 | |||||
Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Shares subject to forfeiture | 1,000,000 | 1,000,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 25% | |||||
Common shares, shares outstanding | 7,666,667 | 7,666,667 | 7,666,667 | |||
Class B Ordinary Shares | Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares no longer subject to forfeiture | 1,000,000 | 1,000,000 | ||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Recognized stock based compensation expense | $ 0 | |||||
Sponsor | Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of shares allowed for transfer | 80% | |||||
Founder shares | Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | 1,000,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 25% | |||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Shares capitalized for future | 1,916,667 | |||||
Founder shares | Class B Ordinary Shares | Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares no longer subject to forfeiture | 1,000,000 | |||||
Founder shares | Sponsor | Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 5,750,000 | 40,000 | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | |||||
Consideration received from sponsor | $ 25,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 25% | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12.50 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 9 Months Ended | |||
Oct. 17, 2022 | Oct. 12, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Loan amount converted into warrants | 1,500,000 | |||
Outstanding working capital loans | $ 0 | |||
Public share price (per share) | $ 0.10 | |||
Additional fund deposited into Trust Account | $ 2,300,000 | |||
Promissory Note with Related Party | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | 300,000 | |||
Outstanding balance of related party note | $ 269,000 | $ 168,000 | ||
Administrative Support Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | $ 10,000 | |||
Related Party Loans | Working capital loans warrant | ||||
Related Party Transaction [Line Items] | ||||
Loan amount converted into warrants | 1,500,000 | |||
Price of warrant | $ 1 | |||
Outstanding working capital loans | $ 0 | 0 | ||
Extension Loan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Price of warrant | $ 1 | |||
Public share price (per share) | $ 0.10 | |||
Additional fund deposited into Trust Account | $ 2,300,000 | |||
Borrowings under Extension Loans | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies. | ||
Underwriting cash discount per unit | $ 0.20 | |
Aggregate underwriter cash discount | $ 4,600,000 | |
Deferred fee per unit | $ 0.35 | |
Aggregate deferred underwriting fee payable | $ 8,100,000 | |
Deferred legal fees | $ 518,000 | $ 518,000 |
Shareholders' Deficit- Preferen
Shareholders' Deficit- Preference Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Shareholders' Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Deficit - Ordinar
Shareholders' Deficit - Ordinary Shares (Details) - $ / shares | 9 Months Ended | ||||
Sep. 30, 2022 | Oct. 17, 2022 | Mar. 18, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Class of Stock [Line Items] | |||||
Number of rights outstanding | 0 | 0 | |||
Number of shares issued per right | 0.10 | ||||
Number of shares issuable per right, if company will not be survivor upon completion of Business Combination | 1 | ||||
Fractional shares issued upon conversion of rights | 0 | ||||
Class A Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Ordinary shares, shares authorized (in shares) | 300,000,000 | 300,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares issued (in shares) | 0 | 0 | |||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | |||
Class B Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Ordinary shares, shares authorized (in shares) | 30,000,000 | 30,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares issued (in shares) | 7,666,667 | 7,666,667 | |||
Ordinary shares, shares outstanding (in shares) | 7,666,667 | 7,666,667 | 7,666,667 | ||
Shares subject to forfeiture | 1,000,000 | 1,000,000 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 25% | ||||
Class B Ordinary Shares | Over-allotment option | |||||
Class of Stock [Line Items] | |||||
Number of shares no longer subject to forfeiture | 1,000,000 | 1,000,000 |
Shareholders' Deficit - Warrant
Shareholders' Deficit - Warrants (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 0 | 0 | |
Class A Ordinary Shares | |||
Class of Warrant or Right [Line Items] | |||
Share Price | $ 9.20 | ||
Class B Ordinary Shares | |||
Class of Warrant or Right [Line Items] | |||
Shares subject to forfeiture | 1,000,000 | 1,000,000 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 0 | 0 | |
Exercise price of warrant | $ 11.50 | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 11.50 | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Fractional warrants issued upon conversion of units | 0 | ||
Warrants exercisable term from the completion of business combination | 30 days | ||
Warrants exercisable term from closing of initial public offering | 12 months | ||
Maximum period after business combination in which to file registration statement | 20 days | ||
Public Warrants expiration term | 5 years | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115% | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Redemption period | 30 days | ||
Stock price trigger for redemption of public warrants | $ 18 |