Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-40468 | |
Entity Registrant Name | GLOBAL CONSUMER ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1229973 | |
Entity Address, Address Line One | 1926 Rand Ridge Court | |
Entity Address, City or Town | Marietta | |
Entity Address State Or Province | GA | |
Entity Address, Postal Zip Code | 30062 | |
City Area Code | 404 | |
Local Phone Number | 939-9419 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 23,282,362 | |
Entity Central Index Key | 0001846288 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Document Information | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | GACQ | |
Security Exchange Name | NASDAQ | |
Units | ||
Document Information | ||
Title of 12(b) Security | Units | |
Trading Symbol | GACQU | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | GACQW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 8,929 | $ 257,271 |
Prepaid expense | 14,875 | 80,169 |
Total Current Assets | 23,804 | 337,440 |
Cash and Marketable Securities held in Trust Account | 187,837,498 | 183,570,432 |
Total Assets | 187,861,302 | 183,907,872 |
Current Liabilities | ||
Due to related parties | 70,000 | |
Accrued expense | 3,711,850 | 1,740,131 |
Franchise tax payable | 80,819 | 113,648 |
Promissory notes | 1,087,557 | |
Extension note | 3,652,600 | |
Total Current Liabilities | 8,602,826 | 1,853,779 |
Warrant Liability | 1,230,188 | 5,773,748 |
Deferred underwriting fees | 5,935,475 | 5,935,475 |
Total Liabilities | 15,768,489 | 13,563,002 |
Commitments and Contingencies (NOTE 6) | ||
Common stock subject to possible redemption, 18,263,000 shares, $0.0001 par value, at redemption value of $10.15 and $10.05 per share on September 30, 2022 and December 31, 2021, respectively | 187,756,679 | 183,570,432 |
Stockholders' Deficit | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (15,664,368) | (13,226,064) |
Total Stockholders' Deficit | (15,663,866) | (13,225,562) |
Total Liabilities and Stockholders' Deficit | 187,861,302 | 183,907,872 |
Common stock subject to possible redemption | ||
Current Liabilities | ||
Common stock subject to possible redemption, 18,263,000 shares, $0.0001 par value, at redemption value of $10.15 and $10.05 per share on September 30, 2022 and December 31, 2021, respectively | 187,756,679 | 183,570,432 |
Non-redeemable common stock | ||
Stockholders' Deficit | ||
Common stocks, $0.0001 par value; 100,000,000 shares authorized; 5,019,363 issued and outstanding (excluding 18,263,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021, respectively | $ 502 | $ 502 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (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 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common stock subject to possible redemption | ||
Temporary equity, shares outstanding | 18,263,000 | 18,263,000 |
Redemption value per share | $ 10.15 | $ 10.05 |
Redemption par value | $ 0.0001 | $ 0.0001 |
Non-redeemable common stock | ||
Common shares, shares issued | 5,019,363 | 5,019,363 |
Common shares, shares outstanding | 5,019,363 | 5,019,363 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Formation and operating costs | $ 1,236,030 | $ 130,145 | $ 3,280,686 | $ 250,451 |
Franchise tax | 50,000 | 150,000 | ||
Loss from operation costs | (1,286,030) | (130,145) | (3,430,686) | (250,451) |
Other income and expense: | ||||
Realized and unrealized gain from marketable securities held in Trust Account | 594,522 | 10,541 | 682,626 | 12,567 |
Interest expense | (20,971) | (47,557) | ||
Change in fair value of warrant liability | 634,077 | 5,259,822 | 4,543,560 | 5,376,037 |
Non-operating expense | (450,846) | |||
Net income (loss) | $ (78,402) | $ 5,140,218 | $ 1,747,943 | $ 4,687,307 |
Common stock subject to possible redemption | ||||
Other income and expense: | ||||
Weighted average shares outstanding, basic | 18,263,000 | 18,263,000 | 18,263,000 | 7,402,484 |
Weighted average shares outstanding, diluted | 18,263,000 | 18,263,000 | 18,263,000 | 7,402,484 |
Basic net income (loss) per common stock | $ 0 | $ 0.22 | $ 0.08 | $ 0.39 |
Diluted net income (loss) per common stock | $ 0 | $ 0.22 | $ 0.08 | $ 0.39 |
Non-redeemable common stock | ||||
Other income and expense: | ||||
Weighted average shares outstanding, basic | 5,019,363 | 5,019,363 | 5,019,363 | 4,678,059 |
Weighted average shares outstanding, diluted | 5,019,363 | 5,019,363 | 5,019,363 | 4,678,059 |
Basic net income (loss) per common stock | $ 0 | $ 0.22 | $ 0.08 | $ 0.39 |
Diluted net income (loss) per common stock | $ 0 | $ 0.22 | $ 0.08 | $ 0.39 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ (478) | $ (478) | ||
Changes in Stockholders' Deficit | ||||
Issuance of common stock to Sponsor | $ 489 | $ 24,511 | 25,000 | |
Issuance of common stock to Sponsor (in shares) | 4,887,500 | |||
Re-measurement for common stock to redemption amount | (4,321,343) | (14,311,924) | (18,633,267) | |
Forfeiture of founder shares | $ (32) | 32 | ||
Forfeiture of founder shares (in shares) | (321,750) | |||
Sale of Private Units | $ 45 | $ 4,296,800 | 4,296,845 | |
Sale of Private Units (in shares) | 453,613 | |||
Net Income (Loss) | (452,911) | (452,911) | ||
Balance at the end at Jun. 30, 2021 | $ 502 | (14,795,313) | (14,794,811) | |
Balance at the end (in shares) at Jun. 30, 2021 | 5,019,363 | |||
Balance at the beginning at Dec. 31, 2020 | (478) | (478) | ||
Changes in Stockholders' Deficit | ||||
Re-measurement for common stock to redemption amount | (18,633,267) | |||
Net Income (Loss) | 4,687,307 | |||
Balance at the end at Sep. 30, 2021 | $ 502 | (9,655,095) | (9,654,593) | |
Balance at the end (in shares) at Sep. 30, 2021 | 5,019,363 | |||
Balance at the beginning at Jun. 30, 2021 | $ 502 | (14,795,313) | (14,794,811) | |
Balance at the beginning (in shares) at Jun. 30, 2021 | 5,019,363 | |||
Changes in Stockholders' Deficit | ||||
Net Income (Loss) | 5,140,218 | 5,140,218 | ||
Balance at the end at Sep. 30, 2021 | $ 502 | (9,655,095) | (9,654,593) | |
Balance at the end (in shares) at Sep. 30, 2021 | 5,019,363 | |||
Balance at the beginning at Dec. 31, 2021 | $ 502 | (13,226,064) | (13,225,562) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 5,019,363 | |||
Changes in Stockholders' Deficit | ||||
Re-measurement for common stock to redemption amount | 11,215 | 11,215 | ||
Additional amount deposited into trust ($0.10 per common stock subject to possible redemption) | (1,826,300) | (1,826,300) | ||
Net Income (Loss) | 1,826,345 | 1,826,345 | ||
Balance at the end at Jun. 30, 2022 | $ 502 | (13,214,804) | (13,214,302) | |
Balance at the end (in shares) at Jun. 30, 2022 | 5,019,363 | |||
Balance at the beginning at Dec. 31, 2021 | $ 502 | (13,226,064) | (13,225,562) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 5,019,363 | |||
Changes in Stockholders' Deficit | ||||
Re-measurement for common stock to redemption amount | (4,186,247) | |||
Net Income (Loss) | 1,747,943 | |||
Balance at the end at Sep. 30, 2022 | $ 502 | (15,664,368) | (15,663,866) | |
Balance at the end (in shares) at Sep. 30, 2022 | 5,019,363 | |||
Balance at the beginning at Jun. 30, 2022 | $ 502 | (13,214,804) | (13,214,302) | |
Balance at the beginning (in shares) at Jun. 30, 2022 | 5,019,363 | |||
Changes in Stockholders' Deficit | ||||
Re-measurement for common stock to redemption amount | (544,862) | (544,862) | ||
Additional amount deposited into trust ($0.10 per common stock subject to possible redemption) | (1,826,300) | (1,826,300) | ||
Net Income (Loss) | (78,402) | (78,402) | ||
Balance at the end at Sep. 30, 2022 | $ 502 | $ (15,664,368) | $ (15,663,866) | |
Balance at the end (in shares) at Sep. 30, 2022 | 5,019,363 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders' Deficit (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
Condensed Statements of Changes in Stockholders' Deficit | ||
Per share value of common stock subject to possible redemption deposited into trust | $ 0.10 | $ 0.10 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 1,747,943 | $ 4,687,307 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Realized and unrealized gain from marketable securities held in Trust Account | (682,626) | (12,567) |
Change in fair value of warrant liability | (4,543,560) | (5,376,037) |
Offering costs allocated to warrants | 450,846 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 65,294 | (438,636) |
Due to related parties | 70,000 | |
Accrued expenses | 1,971,719 | 15,650 |
Franchise tax payable | (32,829) | |
Promissory note-interest | 47,557 | |
Net cash used in operating activities | (1,356,502) | (673,437) |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (3,652,600) | (183,543,150) |
Withdraw from Trust Account for Franchise tax payment | 68,160 | |
Net cash used in investing activities | (3,584,440) | (183,543,150) |
Cash flows from financing activities: | ||
Proceeds from promissory note | 1,040,000 | |
Proceeds from Extension notes | 3,652,600 | |
Proceeds from issue of founder shares | 25,000 | |
Proceeds from sale of units, net underwriting discount paid | 180,347,335 | |
Proceeds from sale of private placement | 4,536,125 | |
Payment of offering costs | (440,195) | |
Net cash provided by financing activities | 4,692,600 | 184,468,055 |
Net change in cash | (248,342) | 251,468 |
Cash at beginning of period | 257,271 | 0 |
Cash at end of period | 8,929 | 251,468 |
Non-cash investing and financing activities: | ||
Initial classification of common stock subject to possible redemption | 164,909,883 | |
Re-measurement of common stock subject to redemption | 4,186,247 | 18,633,267 |
Deferred underwriting fee payable | 5,935,475 | |
Initial classification of warrant liability | $ 9,781,698 | $ 9,781,698 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Global Consumer Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on December 28, 2020. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the consumer products and services sectors. For the three months ended September 30, 2022 the Company had not commenced any operations. All activity for the three months ended September 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, 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 will generate 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 IPO was declared effective on June 8, 2021. On June 11, 2021, the Company consummated its IPO of 17,000,000 Units, at a price of $10.00 per unit, generating gross proceeds of $170,000,000, which is described in Note 4. Simultaneously with the closing of the IPO, pursuant to a certain private placement unit subscription agreement, the Company completed the private sale of 431,510 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,315,100. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 22,103 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating an additional $221,025 of gross proceeds. The sales of private placement units generated proceeds with an aggregate amount of $4,536,130 to the Company, which is described in Note 4. Following the closing of the IPO on June 11, 2021 and the partially exercised over-allotment of 18,263,000 Units by the underwriter on June 16, 2021, an amount of $182,630,000 ($10.00 per unit) from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Placement Units of 453,613 units to the Sponsor at a purchase price of $10.00 per unit, generating gross proceeds to the Company of $4,536,130, which was placed in a trust account (the “Trust Account”), and will be 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 certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (“permitted withdrawals”). Transaction costs amounted to $8,628,545, consisting of $2,282,875 of underwriting fees, $5,935,475 deferred underwriting fee and $410,195 of other offering costs. In addition, as of September 30 2022, $8,929 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an 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 outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. As of September 30, 2022 and December 31, 2021, the Common Stock issued to the public reflected on the balance sheet are reconciled in the following table: As of September 30, 2022 As of December 31, 2021 (Unaudited) (Audited) Gross Proceeds $ 182,630,000 $ 182,630,000 Less: Proceeds allocated to public warrants (9,542,418) (9,542,418) Transaction costs (8,628,545) (8,628,545) Plus: Reverse the cost allocation to warrants 450,846 450,846 Additional amount deposited into trust 3,652,600 — Re-measurement of carrying value to redemption value 19,194,196 18,690,549 Common stock subject to possible redemption 187,756,679 183,570,432 The Company will provide its Stockholders 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.05 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Common Stock will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption 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. The Sponsor has agreed (a) to vote its Common Stock, the Common Stock included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Common Stock) and Private Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Common Stock and Private Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination. The Company will have until December 11, 2022 to consummate a Business Combination (the “Combination Period”). 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 five business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission 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 IPO price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (except for the company’s independent registered 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. On June 6, 2022, the Company issued a press release, announcing that prior to June 11, 2022, the Company’s Sponsor has deposited into the Company’s trust account $1,826,300 (representing $0.10 per redeemable share) to extend the Combination Period from June 11, 2022 to September 11, 2022. The company extend an additional three months to consummate the Business Combination, if the Company anticipates that it may not be able to consummate the initial Business Combination before September 11, 2022. On September 12, 2022, the Company issued a press release, announcing that on September 9, 2022, the Company’s Sponsor has deposited into the Company’s trust account $1,826,300 (representing $0.10 per redeemable share) to extend the Combination Period from September 11, 2022 to December 11, 2022. The company extend an additional three months to consummate the Business Combination, if the Company anticipates that it may not be able to consummate the initial Business Combination before December 11, 2022. Going Concern and Management’s Plan As of September 30, 2022, the Company had $8,929 in cash held in its operating account and working capital deficit of $8,579,022. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern While the Company expects to have sufficient access to additional sources of capital if necessary, the Sponsor has signed a new Promissory Note with the Company to provide additional capital. On January 22, 2022, a Promissory Note was signed between the Sponsor and the Company. The Sponsor agreed to borrow up to $1,500,000 principal to the Company. The principal balance of this Note shall be payable by the Company on the earlier of: (i) the date on consummation of a business combination with target businesses, or (ii) the date the Company liquidates if a business combination is not consummated. On September 30, 2022, the Company has drawn $1,040,000 from the Promissory Note. However, no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the financial statement was issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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 financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 25, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited consolidated financial statements included in the aforementioned Form 10-K. The interim results for the 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. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 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 periods. 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. 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 had $8,929 and $257,271 cash held in its operating account and no cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022, 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. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. Warrant Liabilities The 9,131,500 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 226,806 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. Public warrants had detached from the units and were trading publicly. As such, the Company utilized the public trading price for its fair value. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Net Income (Loss) per Common Stock The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income (loss) per common stock is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common stocks outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 9,538,306 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per common stock: For the three months ended For the nine months ended September 30 September 30 2022 2021 2022 2021 Redeemable common stock Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (61,500) $ 4,032,056 $ 1,371,110 $ 2,824,575 Denominator: weighted average number of common stock 18,263,000 18,263,000 18,263,000 7,402,484 Basic and diluted net income (loss) per common stock $ (0.00) $ 0.22 $ 0.08 $ 0.39 Non-redeemable common stock Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (16,902) $ 1,108,162 $ 376,833 $ 1,862,732 Denominator: weighted average number of common stock 5,019,363 5,019,363 5,019,363 4,678,059 Basic and diluted net income (loss) per common stock $ (0.00) $ 0.22 $ 0.08 $ 0.39 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. 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 balance sheet, 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. U.S. 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 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. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 for 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. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to non-taxable items and the valuation allowance recorded on the Company’s deferred tax assets. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on December 28, 2020. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2022 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO on June 8, 2021, the Company sold 18,263,000 Units, which includes the partial exercise by the underwriter of its over-allotment option on June 16, 2021, in the amount of 1,263,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one common stock and one one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2022 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO on June 11, 2021, and the partial exercise by the underwriter of its over-allotment option on June 16, 2021, the initial stockholders purchased an aggregate of 453,613 Placement Units at a price of $10.00 per Placement Unit, ($4,536,125 in the aggregate), from the Company in a private placement that occurred simultaneously with the closing of the IPO and the full exercise by the underwriter of its over-allotment option. The proceeds from the sale of the Placement Units were added to the net proceeds from the IPO held in the Trust Account. The Placement Units are identical to the Units sold in the IPO, except for the placement warrants (“Placement Warrants”), as described in Note 7. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 15, 2021, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in exchange for 5,750,000 founder shares. On June 8, 2021, the Sponsor surrendered an aggregate of 862,500 shares of common stock for no consideration, resulting in an aggregate of 4,887,500 founder shares of common stock issued and outstanding. Such common stock includes an aggregate of up to 637,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities). Due to the over-allotment option was partially exercised by the Underwriter on June 16, 2021, the Sponsor has agreed to return 321,750 founder shares to the Company for cancellation. The cancellation agreement has been signed on June 16, 2021, yet Continental Stock Transfer & Trust Company has not processed the cancellation on their account due to processing reasons. As of September 30, 2022, there are 4,565,750 founder shares of common stock issued The initial stockholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Promissory Note – Related Party On January 31, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Initial Public Offering. The note is non-interest bearing and payable on the earlier of (i) July 31, 2021 or (ii) the consummation of the Initial Public Offering. The Promissory Note was repaid to Sponsor in full on July 20, 2021. As of September 30, 2022 and December 31, 2021, no amounts were outstanding. Administrative Services Arrangement ARC Group Limited, our financial advisor, has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay $10,000 per month for these services. For the September 30, 2022 and December 31, 2021, the due to related party in connection with administrative service amounted $70,000 and zero, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. 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. On January 22, 2022, a Promissory Note was signed between the Sponsor and the Company. The Sponsor agreed to borrow up to $1,500,000 principal to the Company. The principal balance of this Note shall be payable by the Company on the earlier of: (i) the date on consummation of a business combination with target businesses, or (ii) the date the Company liquidates if a business combination is not consummated. The unpaid principal amount outstanding will bear simple interest at the rate of 8% per annum. As of September 30, 2022, $1,087,557 were outstanding, of which $47,557 was interest expense accrued and payable balance. Extension Loan The Company will have until September 8, 2022 to consummate a Business Combination (the “Combination Period”). 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 five business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission 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 IPO price per Unit ($10.00). On June 6, 2022, the Company issued a press release, announcing that prior to June 11, 2022, the Company’s Sponsor has deposited into the Company’s trust account $1,826,300 (representing $0.10 per redeemable share) to extend the Combination Period from June 11, 2022 to September 11, 2022. The company extend an additional three months to consummate the Business Combination, if the Company anticipates that it may not be able to consummate the initial Business Combination before September 11, 2022. On June 9, 2022, the Company issued unsecured promissory note in the aggregate principal amount of $1,826,300 to the Sponsor, in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. On September 12, 2022, the Company issued a press release, announcing that on September 9, 2022, the Company’s Sponsor has deposited into the Company’s trust account $1,826,300 (representing $0.10 per redeemable share) to extend the Combination Period from September 11, 2022 to December 11, 2022. The company extend an additional three months to consummate the Business Combination, if the Company anticipates that it may not be able to consummate the initial Business Combination before December 11, 2022. As of September 30, 2022, $1,826,300 were outstanding and $3,652,600 were deposited into the Company’s trust account. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 4, 2021, the holders of the Founder Shares, Placement units, Representative Shares are entitled to make up to three demands, excluding short form 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 a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriters may not exercise its demand and “piggyback” registration rights after five Right of First Refusal For a period beginning on June 8, 2021 and ending 12 months from the closing of a business combination, we have granted the underwriters a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of our Registration Statement. |
WARRANT LIABILITY
WARRANT LIABILITY | 9 Months Ended |
Sep. 30, 2022 | |
WARRANT LIABILITY | |
WARRANT LIABILITY | NOTE 7. WARRANT LIABILITY As of September 30, 2022, the Company has 9,358,306 warrants issued in the Initial Public Offering (the 9,131,500 Public Warrants and the 226,806 Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value, with the change in fair value recognized in the Company’s statement of operations. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available, subject to the Company satisfying its obligations with respect to registration. 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 from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60 th Redemption of warrants when the price per common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● ● if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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. Redemption of warrants when the price per common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● ● ● ● if, and only if, the closing price of the Company’s common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window 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. The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Placement Warrants and the common stock issuable upon the exercise of the 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 Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounted for the 9,358,306 warrants issued in connection with the Initial Public Offering (comprised of 9,131,500 Public Warrants and 226,806 Private Placement Warrants) in accordance with the guidance contained in FASB ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and the existence of the potential for net cash settlement for the warrant holders (but not all common stockholders) in the event of a tender offer. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. At September 30, 2022 and December 31, 2021, the fair value of total warrant liability is $1,230,188 and $5,773,748, respectively. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2022 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 8. STOCKHOLDER’S EQUITY (DEFICIT) Common Stock Preferred Shares |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of September 30 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) (Unaudited) (Unaudited) (Unaudited) Asset: Marketable securities held in Trust Account $ 187,837,498 $ — $ — Warrant Liabilities: Public Warrants $ 1,187,095 $ — $ — Private Placement Warrants $ — $ — $ 43,093 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) (Audited) (Audited) (Audited) Asset: Marketable securities held in Trust Account $ 183,570,432 $ — $ — Warrant Liabilities: Public Warrants $ 5,478,900 $ — $ — Private Placement Warrants $ — $ — $ 294,848 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.The Warrants are measured at fair value on a recurring basis. As of September 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $187,837,498 and $183,570,432 in U.S. Treasury Securities. The Company accounted for the aggregate 9,358,306 warrants issued in connection with the Initial Public Offering (the 9,131,500 Public Warrants and the 226,806 Placement Warrants) in accordance with the guidance contained in FASB ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and the existence of the potential for net cash settlement for the warrant holders (but not all common stockholders) in the event of a tender offer. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the private placement warrants at each reporting period for its warrants that are not actively traded. Beginning on July 29, 2021, the Public Warrants began trading under the ticker GACQW. After this date, Public Warrant values per share were based on the observed trading price of the Public Warrants. Accordingly, as of September 30, 2021, the observable input qualifies the liability for treatment as a Level 1 liability. The Company recognized $1,230,188 for the derivative warrant liabilities The estimated fair value of certain derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: December 31, 2021 September 30, 2022 June 11, 2021 (Audited) (Unaudited) (Public Warrants and Private Warrants) Private Warrants Private Warrants Exercise price $ 11.50 $ 11.50 $ 11.50 Share price $ 10.00 $ 9.91 $ 10.22 Expected term (years) 5.0 5.12 5.20 Probability of Acquisition 75.0 % 90.0 % 15.0 % Volatility 18.0 % 20.0 % 8.1 % Risk-free rate 0.81 % 1.26 % 3.97 % Dividend yield (per share) 0.00 % 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the period from June 11, 2021 (Initial Public Offering) through September 30, 2022, is summarized as follows: Private Warrant Public Warrant Warrant Liability Fair value as of June 11, 2021 (Initial Public Offering) $ 227,622 $ 8,882,500 $ 9,110,122 Change in valuation inputs or other assumptions (1) 14,153 541,208 555,361 Fair value as of September 30, 2021 $ 241,775 $ 9,423,708 $ 9,665,483 Change in valuation inputs or other assumptions (1)(2) (127,919) (5,151,903) (5,279,822) Fair value as of September 30, 2021 $ 113,856 $ 4,291,805 $ 4,405,661 Change in valuation inputs or other assumptions (1)(2) 180,992 1,187,095 1,368,087 Fair value as of December 31, 2021 $ 294,848 $ 5,478,900 $ 5,773,748 Change in valuation inputs or other assumptions (1)(2) (97,527) (3,196,025) (3,293,552) Fair value as of March 31, 2022 (unaudited) $ 197,321 $ 2,282,875 $ 2,480,196 Change in valuation inputs or other assumptions (1)(2) (68,041) (547,890) (615,931) Fair value as of June 30, 2022 (unaudited) $ 129,280 $ 1,734,985 $ 1,864,265 Change in valuation inputs or other assumptions (1)(2) (86,187) (547,890) (634,077) Fair value as of September 30, 2022 (unaudited) $ 43,093 $ 1,734,985 $ 1,230,188 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. (2) Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
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 unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. - The Company held a Special Meeting on November 10, 2022. On the meeting, a quorum was presented and the following Proposals has been approved: o The transactions contemplated under the Stock Purchase Agreement (as amended on June 24, 2022, August 21, 2022 and September 27, 2022) by and among GACQ, CLP Luminex Holdings, LLC, (which we refer to as “ Luminex Seller Luminex Luminex Business Combination Proposal o The transactions contemplated under the Stock Purchase Agreement (as amended on June 24, 2022 and on September 22, 2022) by and among GACQ, TGP Trading FZCO, (which we refer to as “ GP Global Seller GP Global GP Global Business Combination Proposal o The proposed Second Amended and Restated Certificate of Incorporation of GACQ ( refer as the“ Charter Proposal o On a non-binding advisory basis, certain material differences between the Proposed Charter and GACQ’s current charter that is in effect on the date hereof, which differences are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission as separate sub-proposals which are referred to in the Proxy Statement collectively, as such separate sub-proposals are expressly described in the Proxy Statement ( refer as the “ Advisory Charter Proposals o The issuance of more than 20% of the issued and outstanding shares of GACQ Common Stock in connection with the issuance of a maximum of 8,170,000 shares of GACQ Common Stock (subject to adjustment as described in the Proxy Statement) pursuant to the terms of the GP Global Stock Purchase Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and 5635(b) (refer as the “ Nasdaq Proposal o Effective as of the consummation of the Business Combination, Sergio Pedreiro, Rohan Ajila, Gautham Pai, Art Drogue, Tom Clausen, and Dennis Tse to serve on the board of directors of the Combined Company until their respective successors are duly elected and qualified ( refer as the “ Directors Proposal o The Ascense Brands Inc. 2022 Omnibus Incentive Plan (refer as the “ Incentive Plan Proposal o Modify Article SIXTH (D) of GACQ’s Current Charter in order to expand the methods that GACQ may employ in order to not become subject to the “penny stock” rules of the Securities and Exchange Commission (refer as the “ Current Charter Amendment Proposal - As of November 8, 2022, stockholders holding 18,133,785 shares of the Company’s common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, the redemption rate was approximately 99.29%. |
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 financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 25, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited consolidated financial statements included in the aforementioned Form 10-K. The interim results for the 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. |
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, 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 stockholder 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 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 periods. 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. 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 had $8,929 and $257,271 cash held in its operating account and no 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, 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. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Derivative financial instruments | Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. Warrant Liabilities The 9,131,500 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 226,806 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. Public warrants had detached from the units and were trading publicly. As such, the Company utilized the public trading price for its fair value. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. |
Net Income (Loss) per Common Stock | Net Income (Loss) per Common Stock The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income (loss) per common stock is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common stocks outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 9,538,306 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per common stock: For the three months ended For the nine months ended September 30 September 30 2022 2021 2022 2021 Redeemable common stock Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (61,500) $ 4,032,056 $ 1,371,110 $ 2,824,575 Denominator: weighted average number of common stock 18,263,000 18,263,000 18,263,000 7,402,484 Basic and diluted net income (loss) per common stock $ (0.00) $ 0.22 $ 0.08 $ 0.39 Non-redeemable common stock Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (16,902) $ 1,108,162 $ 376,833 $ 1,862,732 Denominator: weighted average number of common stock 5,019,363 5,019,363 5,019,363 4,678,059 Basic and diluted net income (loss) per common stock $ (0.00) $ 0.22 $ 0.08 $ 0.39 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
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 balance sheet, 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. U.S. 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 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. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 for 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. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to non-taxable items and the valuation allowance recorded on the Company’s deferred tax assets. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on December 28, 2020. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s financial statements. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | |
Summary of common Stock issued to the public reflected on the balance sheet | As of September 30, 2022 As of December 31, 2021 (Unaudited) (Audited) Gross Proceeds $ 182,630,000 $ 182,630,000 Less: Proceeds allocated to public warrants (9,542,418) (9,542,418) Transaction costs (8,628,545) (8,628,545) Plus: Reverse the cost allocation to warrants 450,846 450,846 Additional amount deposited into trust 3,652,600 — Re-measurement of carrying value to redemption value 19,194,196 18,690,549 Common stock subject to possible redemption 187,756,679 183,570,432 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Reconciliation basic and diluted net income per common stock | For the three months ended For the nine months ended September 30 September 30 2022 2021 2022 2021 Redeemable common stock Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (61,500) $ 4,032,056 $ 1,371,110 $ 2,824,575 Denominator: weighted average number of common stock 18,263,000 18,263,000 18,263,000 7,402,484 Basic and diluted net income (loss) per common stock $ (0.00) $ 0.22 $ 0.08 $ 0.39 Non-redeemable common stock Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (16,902) $ 1,108,162 $ 376,833 $ 1,862,732 Denominator: weighted average number of common stock 5,019,363 5,019,363 5,019,363 4,678,059 Basic and diluted net income (loss) per common stock $ (0.00) $ 0.22 $ 0.08 $ 0.39 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of September 30 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) (Unaudited) (Unaudited) (Unaudited) Asset: Marketable securities held in Trust Account $ 187,837,498 $ — $ — Warrant Liabilities: Public Warrants $ 1,187,095 $ — $ — Private Placement Warrants $ — $ — $ 43,093 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) (Audited) (Audited) (Audited) Asset: Marketable securities held in Trust Account $ 183,570,432 $ — $ — Warrant Liabilities: Public Warrants $ 5,478,900 $ — $ — Private Placement Warrants $ — $ — $ 294,848 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: December 31, 2021 September 30, 2022 June 11, 2021 (Audited) (Unaudited) (Public Warrants and Private Warrants) Private Warrants Private Warrants Exercise price $ 11.50 $ 11.50 $ 11.50 Share price $ 10.00 $ 9.91 $ 10.22 Expected term (years) 5.0 5.12 5.20 Probability of Acquisition 75.0 % 90.0 % 15.0 % Volatility 18.0 % 20.0 % 8.1 % Risk-free rate 0.81 % 1.26 % 3.97 % Dividend yield (per share) 0.00 % 0.00 % 0.00 % |
Schedule of change in the fair value of the warrant liabilities | The change in the fair value of the derivative warrant liabilities for the period from June 11, 2021 (Initial Public Offering) through September 30, 2022, is summarized as follows: Private Warrant Public Warrant Warrant Liability Fair value as of June 11, 2021 (Initial Public Offering) $ 227,622 $ 8,882,500 $ 9,110,122 Change in valuation inputs or other assumptions (1) 14,153 541,208 555,361 Fair value as of September 30, 2021 $ 241,775 $ 9,423,708 $ 9,665,483 Change in valuation inputs or other assumptions (1)(2) (127,919) (5,151,903) (5,279,822) Fair value as of September 30, 2021 $ 113,856 $ 4,291,805 $ 4,405,661 Change in valuation inputs or other assumptions (1)(2) 180,992 1,187,095 1,368,087 Fair value as of December 31, 2021 $ 294,848 $ 5,478,900 $ 5,773,748 Change in valuation inputs or other assumptions (1)(2) (97,527) (3,196,025) (3,293,552) Fair value as of March 31, 2022 (unaudited) $ 197,321 $ 2,282,875 $ 2,480,196 Change in valuation inputs or other assumptions (1)(2) (68,041) (547,890) (615,931) Fair value as of June 30, 2022 (unaudited) $ 129,280 $ 1,734,985 $ 1,864,265 Change in valuation inputs or other assumptions (1)(2) (86,187) (547,890) (634,077) Fair value as of September 30, 2022 (unaudited) $ 43,093 $ 1,734,985 $ 1,230,188 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. (2) Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively. |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Sep. 12, 2022 USD ($) $ / shares | Jun. 06, 2022 USD ($) $ / shares | Jun. 16, 2021 USD ($) $ / shares shares | Jun. 11, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 $ / shares | Sep. 30, 2022 USD ($) item D $ / shares | Sep. 30, 2021 USD ($) | Jan. 22, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||
Investment of cash into Trust Account | $ 3,652,600 | $ 183,543,150 | ||||||||
Transaction costs | $ (8,628,545) | (8,628,545) | $ (8,628,545) | |||||||
Deferred underwriting fees | 5,935,475 | 5,935,475 | 5,935,475 | |||||||
Cash | 8,929 | $ 8,929 | $ 257,271 | |||||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | |||||||||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | |||||||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | ||||||||
Redemption limit percentage without prior consent | 15% | |||||||||
Share redemption price of shares | $ / shares | $ 10.05 | $ 10.05 | ||||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | D | 5 | |||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||
Maximum allowed dissolution expenses | $ 50,000 | |||||||||
Working capital | (8,579,022) | |||||||||
Maximum borrowing capacity of related party promissory note | $ 1,500,000 | |||||||||
Proceeds from promissory note - related party | 1,040,000 | |||||||||
Additional amount deposited into trust | 3,652,600 | |||||||||
Per share value of common stock subject to possible redemption deposited into trust | $ / shares | $ 0.10 | $ 0.10 | ||||||||
Extended term to consummate Business Combination | 3 months | 3 months | ||||||||
Sponsor | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||||||||
Additional amount deposited into trust | $ 1,826,300 | $ 1,826,300 | ||||||||
Per share value of common stock subject to possible redemption deposited into trust | $ / shares | $ 0.10 | $ 0.10 | ||||||||
IPO | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||||||||
Sale of Private Units (in shares) | shares | 17,000,000 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||
Proceeds from issuance initial public offering | $ 170,000,000 | |||||||||
Investment of cash into Trust Account | $ 182,630,000 | |||||||||
Transaction costs | 8,628,545 | |||||||||
Underwriting fees | 2,282,875 | |||||||||
Deferred underwriting fees | 5,935,475 | |||||||||
Other offering costs | $ 410,195 | |||||||||
Cash | $ 8,929 | $ 8,929 | ||||||||
Private Placement | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||||||||
Sale of Private Units (in shares) | shares | 453,613 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Proceeds from issuance of private placement | $ 4,536,130 | |||||||||
Private Placement | Private Placement Units | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||||||||
Sale of Private Units (in shares) | shares | 431,510 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Proceeds from issuance of private placement | $ 4,315,100 | |||||||||
Over-allotment option | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||||||||
Sale of Private Units (in shares) | shares | 1,263,000 | 18,263,000 | ||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Over-allotment option | Private Placement Units | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||||||||
Sale of Private Units (in shares) | shares | 22,103 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Proceeds from issuance of private placement | $ 221,025 |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN - Common Stock issued to the public reflected on the balance sheet (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||
Gross Proceeds | $ 182,630,000 | $ 182,630,000 |
Proceeds allocated to public warrants | (9,542,418) | (9,542,418) |
Transaction costs | (8,628,545) | (8,628,545) |
Reverse the cost allocation to warrants | 450,846 | 450,846 |
Additional amount deposited into trust | 3,652,600 | |
Re-measurement of carrying value to redemption value | 19,194,196 | 18,690,549 |
Common stock subject to possible redemption | $ 187,756,679 | $ 183,570,432 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies | ||
Cash | $ 8,929 | $ 257,271 |
Cash equivalents | $ 0 | 0 |
Number of warrants to purchase shares issued | 9,538,306 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 |
Federal Depository Insurance | $ 250,000 | |
Public Warrants | ||
Summary of Significant Accounting Policies | ||
Number of warrants to purchase shares issued | 9,131,500 | |
Private Placement Warrants | ||
Summary of Significant Accounting Policies | ||
Number of warrants to purchase shares issued | 226,806 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation basic and diluted net income per common stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common stock subject to possible redemption | ||||
Numerator: | ||||
Net income (loss) allocable to common stock subject to possible redemption | $ (61,500) | $ 4,032,056 | $ 1,371,110 | $ 2,824,575 |
Denominator: | ||||
Weighted average number of common stock, basic | 18,263,000 | 18,263,000 | 18,263,000 | 7,402,484 |
Weighted average number of common stock, Diluted | 18,263,000 | 18,263,000 | 18,263,000 | 7,402,484 |
Basic net income (loss) per common stock | $ 0 | $ 0.22 | $ 0.08 | $ 0.39 |
Diluted net income (loss) per common stock | $ 0 | $ 0.22 | $ 0.08 | $ 0.39 |
Common stock not subject to possible redemption. | ||||
Numerator: | ||||
Net income (loss) allocable to common stock subject to possible redemption | $ (16,902) | $ 1,108,162 | $ 376,833 | $ 1,862,732 |
Denominator: | ||||
Weighted average number of common stock, basic | 5,019,363 | 5,019,363 | 5,019,363 | 4,678,059 |
Weighted average number of common stock, Diluted | 5,019,363 | 5,019,363 | 5,019,363 | 4,678,059 |
Basic net income (loss) per common stock | $ 0 | $ 0.22 | $ 0.08 | $ 0.39 |
Diluted net income (loss) per common stock | $ 0 | $ 0.22 | $ 0.08 | $ 0.39 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jun. 16, 2021 | Jun. 11, 2021 | Jun. 08, 2021 | Sep. 30, 2022 | Jun. 08, 2022 |
INITIAL PUBLIC OFFERING | |||||
Purchase price, per unit | $ 10 | ||||
IPO | |||||
INITIAL PUBLIC OFFERING | |||||
Number of units sold | 17,000,000 | ||||
Number of units sold including partial exercise by underwriters | 18,263,000 | ||||
Purchase price, per unit | $ 10 | $ 10 | |||
Number of shares in a unit | 1 | ||||
Number of shares issuable per warrant | 0.5 | ||||
IPO | Public Warrants | |||||
INITIAL PUBLIC OFFERING | |||||
Number of warrants in a unit | 0.5 | ||||
Exercise price of warrants | $ 11.50 | ||||
Over-allotment option | |||||
INITIAL PUBLIC OFFERING | |||||
Number of units sold | 1,263,000 | 18,263,000 | |||
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 9 Months Ended | ||
Jun. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Private Placement | |||
Number of warrants to purchase shares issued | 9,538,306 | ||
Aggregate purchase price | $ 4,536,125 | ||
Private Placement | |||
Private Placement | |||
Number of warrants to purchase shares issued | 453,613 | ||
Price of warrants | $ 10 | ||
Aggregate purchase price | $ 4,536,125 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 6 Months Ended | ||||
Jun. 08, 2021 D $ / shares shares | Jan. 15, 2021 USD ($) shares | Jun. 30, 2021 USD ($) | Sep. 30, 2022 shares | Jun. 16, 2021 shares | |
Related party transactions | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Founder Shares | |||||
Related party transactions | |||||
Common shares, shares issued | 4,565,750 | ||||
Common shares, shares outstanding | 4,565,750 | ||||
Founder Shares | Sponsor | |||||
Related party transactions | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Number of shares issued | 5,750,000 | ||||
Share dividend | 862,500 | ||||
Aggregate number of shares owned | 4,887,500 | ||||
Shares subject to forfeiture | 637,500 | 321,750 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||
Restrictions on transfer period of time after business combination completion | 6 months | ||||
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) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 9 Months Ended | |||
Jan. 22, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 31, 2021 | |
Related party transactions | ||||
Maximum borrowing capacity of related party promissory note | $ 1,500,000 | |||
Promissory Note with Related Party | ||||
Related party transactions | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Promissory Note with Related Party | Sponsor | ||||
Related party transactions | ||||
Outstanding balance of related party note | $ 0 | $ 0 | ||
Administrative Support Agreement | ||||
Related party transactions | ||||
Expenses per month | 10,000 | |||
Amount due to related party | 70,000 | $ 0 | ||
Related Party Loans | ||||
Related party transactions | ||||
Expenses incurred and paid | $ 1,500,000 | |||
Interest rate | 8% | |||
Amount outstanding | 1,087,557 | |||
Interest expense accrued | 47,557 | |||
Related Party Loans | Working Capital Loans | ||||
Related party transactions | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||
Price of warrant | $ 10 |
RELATED PARTY TRANSACTIONS - Ex
RELATED PARTY TRANSACTIONS - Extension loan (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 12, 2022 | Jun. 06, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 09, 2022 | |
Related party transactions | |||||||
IPO price per Unit | $ 10 | $ 10 | |||||
Additional amount deposited into trust | $ 3,652,600 | ||||||
Per share value of common stock subject to possible redemption deposited into trust | $ 0.10 | $ 0.10 | |||||
Extended term to consummate Business Combination | 3 months | 3 months | |||||
Amount outstanding | $ 3,652,600 | 3,652,600 | |||||
Amount deposited into trust account | $ 3,652,600 | $ 183,543,150 | |||||
Extension Loan | |||||||
Related party transactions | |||||||
Percentage of shares redeemed | 100% | ||||||
Maximum interest to pay dissolution expenses | $ 50,000 | ||||||
IPO price per Unit | $ 10 | $ 10 | |||||
Additional amount deposited into trust | $ 1,826,300 | $ 1,826,300 | |||||
Per share value of common stock subject to possible redemption deposited into trust | $ 0.10 | $ 0.10 | |||||
Extended term to consummate Business Combination | 3 months | 3 months | |||||
Aggregate principal amount | $ 1,826,300 | ||||||
Amount outstanding | $ 1,826,300 | $ 1,826,300 | |||||
Amount deposited into trust account | $ 3,652,600 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - item | 9 Months Ended | |
Sep. 30, 2022 | Jan. 04, 2021 | |
Commitments and contingencies | ||
Maximum number of demands for registration of securities | 3 | |
Minimum | ||
Commitments and contingencies | ||
Piggyback registration rights term | 5 years | |
Maximum | ||
Commitments and contingencies | ||
Piggyback registration rights term | 7 years |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) | 9 Months Ended | ||||||
Sep. 30, 2022 USD ($) D $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Jun. 10, 2021 USD ($) | |
Warrant liability | |||||||
Warrants issued | shares | 9,358,306 | ||||||
Warrant Liability | $ | $ 1,230,188 | $ 1,864,265 | $ 2,480,196 | $ 5,773,748 | $ 4,405,661 | $ 9,665,483 | $ 9,110,122 |
Private Placement Warrants | |||||||
Warrant liability | |||||||
Warrants issued | shares | 226,806 | ||||||
Warrant Liability | $ | $ 43,093 | 129,280 | 197,321 | 294,848 | 113,856 | 241,775 | 227,622 |
Public Warrants | |||||||
Warrant liability | |||||||
Warrants issued | shares | 9,131,500 | ||||||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||||||
Public Warrants expiration term | 5 years | ||||||
Maximum period after business combination in which to file registration statement | 20 days | ||||||
Period of time within which registration statement is expected to become effective | 60 days | ||||||
Restrictions on transfer period of time after business combination completion | 30 days | ||||||
Warrant Liability | $ | $ 1,734,985 | $ 1,734,985 | $ 2,282,875 | $ 5,478,900 | $ 4,291,805 | $ 9,423,708 | $ 8,882,500 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||||||
Warrant liability | |||||||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||||||
Share price trigger used to measure dilution of warrant | $ / shares | $ 18 | ||||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||||||
Redemption period | 30 days | ||||||
Threshold trading days for redemption of public warrants | 20 | ||||||
Threshold consecutive trading days for redemption of public warrants | 30 | ||||||
Threshold number of business days before sending notice of redemption to warrant holders | 3 | ||||||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||||||
Warrant liability | |||||||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||||||
Share price trigger used to measure dilution of warrant | $ / shares | $ 10 | ||||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.10 | ||||||
Redemption period | 30 days | ||||||
Threshold trading days for redemption of public warrants | 20 | ||||||
Threshold consecutive trading days for redemption of public warrants | 30 | ||||||
Threshold number of business days before sending notice of redemption to warrant holders | 3 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) | Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares |
Stockholders' equity (deficit) | ||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common Stock [Member] | ||
Stockholders' equity (deficit) | ||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common stock subject to possible redemption | ||
Stockholders' equity (deficit) | ||
Temporary equity, shares outstanding | 18,263,000 | 18,263,000 |
Common stock not subject to possible redemption. | ||
Stockholders' equity (deficit) | ||
Common shares, shares issued (in shares) | 5,019,363 | 5,019,363 |
Common shares, shares outstanding (in shares) | 5,019,363 | 5,019,363 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' EQUITY (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 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 10, 2021 |
Assets: | |||||||
Cash held in the Trust Account | $ 8,929 | $ 257,271 | |||||
Marketable securities held in Trust Account | 187,837,498 | 183,570,432 | |||||
Warrant Liabilities: | |||||||
Warrant Liability | $ 1,230,188 | $ 1,864,265 | $ 2,480,196 | 5,773,748 | $ 4,405,661 | $ 9,665,483 | $ 9,110,122 |
Warrants issued | 9,358,306 | ||||||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Warrant Liability | ||||||
Public Warrants | |||||||
Warrant Liabilities: | |||||||
Warrant Liability | $ 1,734,985 | 1,734,985 | 2,282,875 | 5,478,900 | 4,291,805 | 9,423,708 | 8,882,500 |
Warrants issued | 9,131,500 | ||||||
Private Placement Warrants | |||||||
Warrant Liabilities: | |||||||
Warrant Liability | $ 43,093 | $ 129,280 | $ 197,321 | 294,848 | $ 113,856 | $ 241,775 | $ 227,622 |
Warrants issued | 226,806 | ||||||
Warrants | |||||||
Warrant Liabilities: | |||||||
Derivative liability | $ 1,230,188 | ||||||
U.S. Treasury Securities | |||||||
Assets: | |||||||
Cash held in the Trust Account | 187,837,498 | 183,570,432 | |||||
Level 1 | Recurring | |||||||
Assets: | |||||||
Marketable securities held in Trust Account | 187,837,498 | 183,570,432 | |||||
Level 1 | Recurring | Public Warrants | |||||||
Warrant Liabilities: | |||||||
Warrant Liability | 1,187,095 | 5,478,900 | |||||
Level 3 | Recurring | Private Placement Warrants | |||||||
Warrant Liabilities: | |||||||
Warrant Liability | $ 43,093 | $ 294,848 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Sep. 30, 2022 $ / shares Y | Dec. 31, 2021 $ / shares Y | Jun. 11, 2021 $ / shares Y |
Exercise price | Public Warrants and Private Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 11.50 | ||
Exercise price | Private Placement Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 11.50 | 11.50 | |
Share price | Public Warrants and Private Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 10 | ||
Share price | Private Placement Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 10.22 | 9.91 | |
Expected term (years) | Public Warrants and Private Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | Y | 5 | ||
Expected term (years) | Private Placement Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | Y | 5.20 | 5.12 | |
Probability of Acquisition | Public Warrants and Private Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 0.750 | ||
Probability of Acquisition | Private Placement Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 0.150 | 0.900 | |
Volatility | Public Warrants and Private Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 0.180 | ||
Volatility | Private Placement Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 0.081 | 0.200 | |
Risk-free rate | Public Warrants and Private Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 0.0081 | ||
Risk-free rate | Private Placement Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 0.0397 | 0.0126 | |
Dividend yield (per share) | Public Warrants and Private Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 0 | ||
Dividend yield (per share) | Private Placement Warrants | |||
Fair value measurements | |||
Derivative Liability, Measurement Input | 0 | 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||||||
Fair value of warrant liability at the beginning of the period | $ 9,110,122 | $ 1,864,265 | $ 2,480,196 | $ 5,773,748 | $ 4,405,661 | $ 9,665,483 | $ 5,773,748 | |
Change in fair value of warrant liability | 555,361 | (634,077) | (615,931) | (3,293,552) | 1,368,087 | (5,259,822) | (4,543,560) | $ (5,376,037) |
Fair value of warrant liability at the end of the period | 9,665,483 | 1,230,188 | 1,864,265 | 2,480,196 | 5,773,748 | 4,405,661 | 1,230,188 | 4,405,661 |
Public Warrants | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||||||
Fair value of warrant liability at the beginning of the period | 8,882,500 | 1,734,985 | 2,282,875 | 5,478,900 | 4,291,805 | 9,423,708 | 5,478,900 | |
Change in fair value of warrant liability | 541,208 | (547,890) | (547,890) | (3,196,025) | 1,187,095 | (5,151,903) | ||
Fair value of warrant liability at the end of the period | 9,423,708 | 1,734,985 | 1,734,985 | 2,282,875 | 5,478,900 | 4,291,805 | 1,734,985 | 4,291,805 |
Private Placement Warrants | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||||||
Fair value of warrant liability at the beginning of the period | 227,622 | 129,280 | 197,321 | 294,848 | 113,856 | 241,775 | 294,848 | |
Change in fair value of warrant liability | 14,153 | (86,187) | (68,041) | (97,527) | 180,992 | (127,919) | ||
Fair value of warrant liability at the end of the period | $ 241,775 | $ 43,093 | $ 129,280 | $ 197,321 | $ 294,848 | $ 113,856 | $ 43,093 | $ 113,856 |