Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 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 | 001-40419 | |
Entity Registrant Name | Catalyst Partners Acquisition Corp. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1583476 | |
Entity Address, Address Line One | 20 University Road, Fourth Floor | |
Entity Address, City or Town | Cambridge | |
Entity Address State Or Province | MA | |
Entity Address, Postal Zip Code | 02138 | |
City Area Code | 617 | |
Local Phone Number | 234-7000 | |
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 Central Index Key | 0001848410 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant | ||
Document Information | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | CPARU | |
Security Exchange Name | NASDAQ | |
Common Class A | ||
Document Information | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the Units | |
Trading Symbol | CPAR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 34,603,910 | |
Warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Document Information | ||
Title of 12(b) Security | Warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | CPARW | |
Security Exchange Name | NASDAQ | |
Common Class B | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 10,308,117 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 2,567,833 | $ 2,969,044 |
Prepaid expenses | 433,293 | 892,418 |
Total current assets | 3,001,126 | 3,861,462 |
Investments held in Trust Account | 345,835,477 | 343,652,115 |
Total Assets | 348,836,603 | 347,513,577 |
Current liabilities: | ||
Accounts payable | 20,409 | 124,021 |
Accrued expenses | 765,855 | 596,138 |
Total current liabilities | 786,264 | 720,159 |
Derivative warrant liabilities | 1,282,395 | 15,870,082 |
Deferred underwriting commissions in connection with the initial public offering | 12,026,137 | |
Total liabilities | 2,068,659 | 28,616,378 |
Commitments and Contingencies | ||
Shareholders' Equity (Deficit): | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 | ||
Retained earnings (accumulated deficit) | 1,031,436 | (24,707,742) |
Total shareholders' deficit | 1,032,467 | (24,706,711) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 348,836,603 | 347,513,577 |
Class A ordinary shares subject to possible redemption | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption; $0.0001 par value; 34,360,391 shares at redemption value of approximately $10.06 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively | 345,735,477 | 343,603,910 |
Class A ordinary shares not subject to redemption | ||
Shareholders' Equity (Deficit): | ||
Common stock | 0 | 0 |
Common Class B | ||
Shareholders' Equity (Deficit): | ||
Common stock | $ 1,031 | $ 1,031 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preference shares, par value | $ 0.0001 | $ 0.0001 |
Preference shares, authorized | 1,000,000 | 1,000,000 |
Preference shares, issued | 0 | 0 |
Preference shares, outstanding | 0 | 0 |
Common Class A | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 400,000,000 | 400,000,000 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary shares subject to possible redemption, par value (per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares subject to possible redemption, outstanding | 34,360,391 | 34,360,391 |
Class A ordinary shares subject to possible redemption, redemption value (per share) | $ 10.06 | $ 10 |
Class A ordinary shares not subject to redemption | ||
Ordinary shares, issued | 0 | 0 |
Ordinary shares, outstanding | 0 | 0 |
Common Class B | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 40,000,000 | 40,000,000 |
Ordinary shares, issued | 10,308,117 | 10,308,117 |
Ordinary shares, outstanding | 10,308,117 | 10,308,117 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
General and administrative expenses | $ 252,244 | $ 353,878 | $ 921,319 | $ 836,441 |
General and administrative expenses - related party | 30,000 | 30,000 | 40,000 | 90,000 |
Loss from operations | (282,244) | (383,878) | (961,319) | (926,441) |
Other income (expenses): | ||||
Offering costs associated with derivative warrant liabilities | (799,221) | |||
Income from investments held in Trust Account | 1,673,912 | 51,544 | 13,463 | 2,183,363 |
Change in fair value of derivative warrant liabilities | 881,964 | 13,984,713 | 11,555,414 | 14,587,686 |
Gain from settlement of deferred underwriting commissions | 12,026,137 | |||
Loss upon issuance of private placement warrants | (4,024,027) | |||
Net income | $ 2,273,632 | $ 13,652,379 | $ 5,784,310 | $ 27,870,745 |
Common Class A | ||||
Other income (expenses): | ||||
Weighted average number outstanding ordinary shares, basic | 34,360,391 | 34,360,391 | 20,936,622 | 34,360,391 |
Weighted average number outstanding ordinary shares, diluted | 34,360,391 | 34,360,391 | 20,936,622 | 34,360,391 |
Basic net income per share, ordinary shares | $ 0.05 | $ 0.31 | $ 0.19 | $ 0.62 |
Diluted net income per share, ordinary shares | $ 0.05 | $ 0.31 | $ 0.19 | $ 0.62 |
Common Class B | ||||
Other income (expenses): | ||||
Weighted average number outstanding ordinary shares, basic | 10,308,117 | 10,308,117 | 9,723,383 | 10,308,117 |
Weighted average number outstanding ordinary shares, diluted | 10,308,117 | 10,308,117 | 10,308,117 | 10,308,117 |
Basic net income per share, ordinary shares | $ 0.05 | $ 0.31 | $ 0.19 | $ 0.62 |
Diluted net income per share, ordinary shares | $ 0.05 | $ 0.31 | $ 0.19 | $ 0.62 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A ordinary shares subject to possible redemption Additional Paid-in Capital | Class A ordinary shares subject to possible redemption Accumulated Deficit | Class A ordinary shares subject to possible redemption | Class A ordinary shares not subject to redemption Ordinary Shares | Common Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Feb. 09, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning balance (in shares) at Feb. 09, 2021 | 0 | 0 | ||||||
Increase (decrease) in stockholders' equity | ||||||||
Issuance of Class B ordinary shares to the initial shareholders | $ 1,035 | 23,965 | 25,000 | |||||
Issuance of Class B ordinary shares to the initial shareholders (in shares) | 10,350,000 | |||||||
Net income (loss) | (34,558) | (34,558) | ||||||
Ending balance at Mar. 31, 2021 | $ 1,035 | 23,965 | (34,558) | (9,588) | ||||
Ending balance (in shares) at Mar. 31, 2021 | 10,350,000 | |||||||
Beginning balance at Feb. 09, 2021 | $ 0 | $ 0 | 0 | 0 | 0 | |||
Beginning balance (in shares) at Feb. 09, 2021 | 0 | 0 | ||||||
Increase (decrease) in stockholders' equity | ||||||||
Net income (loss) | 5,784,310 | |||||||
Ending balance at Sep. 30, 2021 | $ 1,031 | (26,404,182) | (26,403,181) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 10,308,167 | |||||||
Beginning balance at Mar. 31, 2021 | $ 1,035 | 23,965 | (34,558) | (9,588) | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 10,350,000 | |||||||
Increase (decrease) in stockholders' equity | ||||||||
Forfeiture of Class B ordinary shares | $ (4) | 4 | ||||||
Forfeiture of Class B ordinary shares (in shares) | (41,833) | |||||||
Accretion to Class A ordinary shares subject to possible redemption amount | $ (23,969) | $ (32,188,492) | $ (32,212,461) | |||||
Net income (loss) | (7,833,511) | (7,833,511) | ||||||
Ending balance at Jun. 30, 2021 | $ 1,031 | (40,056,561) | (40,055,560) | |||||
Ending balance (in shares) at Jun. 30, 2021 | 10,308,167 | |||||||
Increase (decrease) in stockholders' equity | ||||||||
Net income (loss) | 13,652,379 | 13,652,379 | ||||||
Ending balance at Sep. 30, 2021 | $ 1,031 | (26,404,182) | (26,403,181) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 10,308,167 | |||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 1,031 | 0 | (24,707,742) | (24,706,711) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 10,308,117 | ||||||
Increase (decrease) in stockholders' equity | ||||||||
Net income (loss) | 9,304,373 | 9,304,373 | ||||||
Ending balance at Mar. 31, 2022 | $ 1,031 | (15,403,369) | (15,402,338) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 10,308,117 | |||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 1,031 | $ 0 | (24,707,742) | (24,706,711) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 10,308,117 | ||||||
Increase (decrease) in stockholders' equity | ||||||||
Net income (loss) | 27,870,745 | |||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (457,655) | |||||||
Ending balance at Sep. 30, 2022 | $ 1,031 | 1,031,436 | 1,032,467 | |||||
Ending balance (in shares) at Sep. 30, 2022 | 10,308,117 | |||||||
Beginning balance at Mar. 31, 2022 | $ 1,031 | (15,403,369) | (15,402,338) | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 10,308,117 | |||||||
Increase (decrease) in stockholders' equity | ||||||||
Net income (loss) | 16,292,740 | 16,292,740 | ||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (457,655) | (457,655) | ||||||
Ending balance at Jun. 30, 2022 | $ 1,031 | 431,716 | 432,747 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 10,308,117 | |||||||
Increase (decrease) in stockholders' equity | ||||||||
Net income (loss) | 2,273,632 | 2,273,632 | ||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ (1,673,912) | $ (1,673,912) | ||||||
Ending balance at Sep. 30, 2022 | $ 1,031 | $ 1,031,436 | $ 1,032,467 | |||||
Ending balance (in shares) at Sep. 30, 2022 | 10,308,117 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 8 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 5,784,310 | $ 27,870,745 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (10,790,029) | (14,587,686) |
Gain from settlement of deferred underwriting commissions | (12,026,137) | |
Loss upon issuance of private placement warrants | 4,024,027 | |
Income from investments held in the Trust Account | (13,463) | (2,183,363) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,084,377) | 459,125 |
Accounts payable | 47,450 | (103,612) |
Accrued expenses | 475,552 | 169,717 |
Net cash used in operating activities | (1,556,530) | (401,211) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (343,603,910) | |
Net cash used in investing activities | (343,603,910) | |
Cash Flows from Financing Activities: | ||
Proceeds from note payable and advances from related party | 1,200,000 | |
Repayment of note payable and advances from related party | (1,200,000) | |
Proceeds received from initial public offering | 343,603,910 | |
Proceeds received from private placement | 12,072,078 | |
Offering costs paid | (7,544,879) | |
Net cash provided by financing activities | 348,131,109 | |
Net change in cash | 2,970,669 | (401,211) |
Cash - beginning of the period | 2,969,044 | |
Cash - ending of the period | 2,970,669 | $ 2,567,833 |
Supplemental disclosure of noncash financing activities: | ||
Offering costs included in accrued expenses | 75,000 | |
Deferred underwriting commissions in connection with the initial public offering | $ 12,026,137 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Catalyst Partners Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 10, 2021 (inception). The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not yet commenced operations. All activity for the period from February 10, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “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 its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is CAT Sponsor LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 17, 2021. On May 20, 2021, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.3 million, of which $10.5 million was for deferred underwriting commissions (see Note 5). The Company granted the underwriter a 45-day option to purchase up to an additional 4,500,000 Units at the Initial Public Offering price to cover over-allotments. On June 3, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 4,360,391 Units generating gross proceeds of approximately $43.6 million (the “Over-Allotment”). The underwriter forfeited the balance of the option. The Company incurred additional offering costs of approximately $2.4 million in connection with the Over-Allotment (of which approximately $1.5 million was for deferred underwriting fees). On June 29, 2022, the Company and the underwriter entered into an agreement pursuant to which the underwriter waived all rights to the deferred underwriting commissions payable upon completion of an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 18,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $0.60 per Private Placement Warrant to the Sponsor, generating proceeds of $11.2 million (see Note 4). On June 3, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 1,453,464 Private Warrants at $0.60 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of approximately $872,000. Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $343.6 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, Over-Allotment and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and was invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, or 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 Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company provides its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 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 Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or May 20, 2023 (the “Combination Period”), or during any extended time that the Company has to consummate a Business Combination beyond 24 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association (an “Extension Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. On June 29, 2022 the underwriter agreed to waive its rights to the deferred underwriting commission (see Note 5). Accordingly, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, 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 vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $2.6 million in its operating bank account and working capital of approximately $2.2 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), proceeds of $300,000 under the Note (as defined in Note 4) and proceeds of $900,000 under the Second Note (as defined in Note 3). The Company repaid the Note balance of $300,000 upon closing of the Initial Public Offering. On June 3, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 1,453,464 Private Warrants. The purchase price of approximately $872,000 for the additional Private Warrants offset a portion of the $900,000 outstanding under the Second Note, and the remainder of the balance under the Second Note was repaid on June 3, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 3). As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have the borrowing capacity from its Sponsor or an affiliate of its Sponsor, or its officers and directors to meet our needs through the consummation of a Business Combination. However, in connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 20, 2023. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 25, 2022 which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or any future period. Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 condensed financial statements in conformity with GAAP requires 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 no cash equivalents as of September 30, 2022 and December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 or December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments 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 these securities is included in income on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurements ASC 820, Fair Value Measurement, defines fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of September 30, 2022 and December 31, 2021, the recorded values of cash and accounts payable approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. government securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering including exercise of over-allotment option. The Company classifies deferred underwriting commissions 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. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using an Option Pricing Method, whereas the fair value of the Private Placement Warrants issued in conjunction with Initial Public Offering were estimated using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. 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. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 34,360,391 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 26,992,209 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and for the period from February 10, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For The Three Months Ended For The Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 1,748,948 $ 524,684 $ 21,439,034 $ 6,431,710 Denominator: Basic and diluted weighted average ordinary shares outstanding 34,360,391 10,308,117 34,360,391 10,308,117 Basic and diluted net income per ordinary share $ 0.05 $ 0.05 $ 0.62 $ 0.62 For The Three Months Ended For the Period from February 10, 2021 September 30, 2021 (Inception) Through September 30, 2021 Class A Class B Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 10,501,830 $ 3,150,549 $ 3,949,899 $ 1,834,411 Denominator: Basic weighted average ordinary shares outstanding 34,360,391 10,308,117 20,936,622 9,723,383 Diluted weighted average ordinary shares outstanding 34,360,391 10,308,117 20,936,622 10,308,117 Basic and diluted net income per ordinary share $ 0.31 $ 0.31 $ 0.19 $ 0.19 Income Taxes FASB ASC Topic 740 “Income Taxes” 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31,2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On May 20, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.3 million, of which $10.5 million was for deferred underwriting commissions. The Company granted the underwriter a 45-day option from the date of the prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On June 3, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 4,360,391 Units generating gross proceeds of approximately $43.6 million. The underwriter forfeited the balance of the option. The Company incurred additional offering costs of approximately $2.4 million in connection with the Over-Allotment (of which approximately $1.5 million was for deferred underwriting fees). On June 29, 2022, the Company and the underwriter entered into an agreement pursuant to which the underwriter waived all rights to the deferred underwriting commissions payable upon completion of an initial Business Combination. Each Unit consists of one Class A ordinary share and one |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On February 26, 2021, the Sponsor and Catalyst Partners Foundation, a charitable foundation, paid an aggregate of $25,000 to purchase 13,800,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On March 11, 2021, the Sponsor transferred an aggregate of 3,085,714 Founder Shares to certain members of the management team and the board of directors. In May 2021, certain of the Initial Shareholders surrendered, for no consideration, an aggregate of 3,450,000 Founder Shares, which the Company cancelled, resulting in an aggregate of 10,350,000 Founder Shares outstanding and held by the Initial Shareholders. The Sponsor and Catalyst Partners Foundation agreed to forfeit 1,215,000 and 135,000 Founder Shares, respectively, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriter. On June 3, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 4,360,391 Units and forfeited the balance of the option. As a result, 37,695 Founder Shares and 4,188 Founder Shares were forfeited by the Sponsor and the Foundation, respectively. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of our initial business combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 18,666,667 Private Placement Warrants, at a price of $0.60 per Private Placement Warrant to the Sponsor, generating proceeds of $11.2 million. On June 3, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 1,453,464 Private Warrants at $0.60 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of approximately $872,000. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $20.00 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On February 24, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of March 31, 2021 the Company borrowed approximately $300,000 under the Note. The Company repaid In addition, on May 18, 2021 the Sponsor also advanced $900,000 to the Company pursuant to a promissory note (the “Second Note”). The Second Note is non-interest bearing, unsecured and due on May 18, 2023. The proceeds from the Second Note may offset the purchase price of any Private Placement Warrants the Sponsor purchases if the over-allotment option is exercised. On June 3, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 1,453,464 Private Warrants. The purchase price of approximately $872,000 for the additional Private Warrants offset a portion of the $900,000 outstanding under the Second Note, and the remainder of the balance under the Second Note was repaid on June 3, 2021. Subsequent to the repayment, the facility is no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.60 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination or its liquidation, the Company agreed to reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. For the three months ended September 30, 2022 and 2021, the Company incurred expenses of $30,000 and $30,000, respectively, under this agreement. For the nine months ended September 30, 2022 and for the period from February 10, 2021 (inception) through September 30, 2021, the Company incurred expenses of $90,000 and $40,000, respectively, under this agreement. As of September 30, 2022 and December 31, 2021, the Company had $160,000 and $70,000 accrued for services in connection with such agreement on the accompanying balance sheet. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. No such amounts were reimbursed or accrued for as of September 30, 2022 and December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital) were entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to the registration statements to be filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter was entitled to an underwriting discount of $0.20 per unit, or approximately $6.9 million in the aggregate, in connection with the closing of the Initial Public Offering and the issuance and sale of the Over-Allotment Units. In addition, $0.35 per unit, or approximately $12.0 million in the aggregate will be payable to the underwriter for deferred underwriting commissions in connection with the Initial Public Offering and the issuance and sale of the Over-Allotment Units. On June 29, 2022, the Company and the underwriter entered into an agreement pursuant to which the underwriter waived all rights to the deferred underwriting commissions payable upon completion of an initial Business Combination, resulting in a gain from settlement of deferred underwriting commissions of approximately $12.0 million. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
WARRANTS | |
WARRANTS | NOTE 6. WARRANTS As of September 30, 2022 and December 31, 2021, the Company had 6,872,078 Public Warrants and 20,120,131 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The Public Warrants have an exercise price of $11.50 per share, and the Private Warrants have an exercise price of $20.00 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants): ● In whole and not in part; ● at a price of $.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00 : ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 9 Months Ended |
Sep. 30, 2022 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 34,360,391 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet. The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following: Gross proceeds from Initial Public Offering $ 343,603,910 Less: Fair value of Public Warrants at issuance (13,331,831) Offering costs allocated at Class A ordinary shares subject to possible redemption (18,880,630) Plus: Accretion on Class A ordinary shares subject to possible redemption 32,212,461 Class A ordinary shares subject to possible redemption at December 31, 2021 343,603,910 Increase in redemption value of Class A common stock subject to possible redemption 457,655 Class A common stock subject to possible redemption at June 30, 2022 344,061,565 Increase in redemption value of Class A common stock subject to possible redemption 1,673,912 Class A common stock subject to possible redemption at September 30, 2022 $ 345,735,477 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2022 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
SHAREHOLDERS' EQUITY (DEFICIT) | NOTE 8. SHAREHOLDERS’ EQUITY (DEFICIT) Preference Shares Class A Ordinary Shares Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares after the initial Business Combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial Business Combination, three of which will be based on the Class A ordinary shares trading at $12.50, $15.00 and $17.50 per share following the closing of the initial Business Combination and one of which will be a specified strategic transaction following the initial Business Combination if the effective price per Class A ordinary share is at least equal to $12.00 in such transaction, in each case, as described herein. If following the closing of the initial Business Combination and prior to the ten year anniversary of the initial Business Combination the closing price of the Class A ordinary shares equals or exceeds one or more of the share price targets described below, tranches of Founder Shares as set forth below for each such target achievement will automatically convert into Class A ordinary shares at a ratio such that the aggregate number of Class A ordinary shares issuable upon the conversion of all Founder Shares would equal, in the aggregate on an as-converted basis, approximately 5.8%, 11.5% or 23.1% (based on the triggering events discussed in more detail below) of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, any of its affiliates or any members of the management team upon conversion of Working Capital Loans: ● 25% of the Founder Shares at $12.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period, or the First Price Vesting; ● 25% of the Founder Shares at $15.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period, or the Second Price Vesting; and ● 50% of the Founder Shares at $17.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period, or the Third Price Vesting. In the event of any liquidation, merger, reorganization or other similar transaction consummated after the initial Business Combination and prior to the ten year anniversary of the initial Business Combination (the “Strategic Transaction”), that results in all of the Public Stockholders having the right to exchange their Class A ordinary shares for cash, securities or other property at an effective price of at least $12.00 per Class A ordinary share, all of the then-outstanding Class B ordinary shares converting into Class A ordinary shares at a ratio such that the aggregate number of Class A ordinary shares issuable upon the conversion of all Founder Shares would equal, in the aggregate on an as-converted basis, approximately 23.1% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, any of its affiliates or any members of the management team upon conversion Of Working Capital Loans. If the effective price in such Strategic Transaction is less than $12.00 per Class A ordinary share, all of the then-outstanding Class B ordinary shares will be automatically forfeited. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022, and December 31, 2021, by level within the fair value hierarchy: September 30, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Bill $ 345,835,477 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 830,147 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 452,248 December 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Bill $ 343,652,115 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 5,908,614 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 9,961,468 Transfers to from 1 2 3 Level 1 instruments include investments in U.S Treasury Bill and derivative warrant liabilities (Public Warrants). The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The initial fair value of the Public Warrants is measured using an Option Pricing Method. The initial fair value of the Private Placement Warrants is measured using Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value. For the three and nine months ended September 30, 2022, the Company recognized a gain/(loss) to the statement of operations resulting from a decrease/(increase) in the fair value of liabilities of $1.7 million and $2.2 million, respectively, presented as change in fair value of derivative warrant liabilities. For the three months ended September 30, 2021 and for the period from February 10, 2021 (inception) through September 30, 2021, the Company recognized a gain/(loss) to the condensed unaudited statements of operations resulting from a decrease/(increase) in the fair value of liabilities of $14.0 million and $11.6 million, respectively, presented as change in fair value of derivative warrant liabilities. The fair value of the Public Warrants is estimated using an Option Pricing Method in a risk-neutral framework (a special case of the Income Approach). For each modeled future price, the Warrant payoff is calculated based on contractual terms (incorporating any optimal early exercise/redemption), and then discounted at the term-matched risk-free rate. The value of Warrants is calculated at the probability -weighted present value over all future modeled periods. The Company estimates the volatility of its Class A ordinary shares warrants based on implied volatility from the Company’s traded warrants, if any, and from historical volatility of select peer company’s Class A ordinary shares 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. September 30, 2022 December 31, 2021 Exercise price $ 20.00 $ 20.00 Stock price $ 9.84 $ 9.74 Volatility 11.0 % 26.0 % Term (years) 5.00 5.00 Estimate time to consummation of Business Combination (years) 0.64 0.38 Risk-free rate 4.06 % 1.26 % Dividend yield 0.0 % 0.0 % The change in the fair value of the warrant liabilities measured utilizing Level 3 inputs for the nine months ended September 30, 2022, is summarized below. Derivative warrant liabilities at December 31, 2021 $ 9,961,468 Change in fair value of derivative warrant liabilities (7,530,935) Derivative warrant liabilities at March 31, 2022 2,430,533 Change in fair value of derivative warrant liabilities (1,709,310) Derivative warrant liabilities at June 30, 2022 721,223 Change in fair value of derivative warrant liabilities (268,975) Derivative warrant liabilities at September 30, 2022 $ 452,248 |
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 up to the date 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. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 25, 2022 which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or any future period. |
Emerging Growth Company | Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 condensed financial statements in conformity with GAAP requires 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 no cash equivalents as of September 30, 2022 and December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 or December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments 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 these securities is included in income on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurement, defines fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of September 30, 2022 and December 31, 2021, the recorded values of cash and accounts payable approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. government securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering including exercise of over-allotment option. The Company classifies deferred underwriting commissions 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. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using an Option Pricing Method, whereas the fair value of the Private Placement Warrants issued in conjunction with Initial Public Offering were estimated using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. 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. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 34,360,391 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 26,992,209 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and for the period from February 10, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For The Three Months Ended For The Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 1,748,948 $ 524,684 $ 21,439,034 $ 6,431,710 Denominator: Basic and diluted weighted average ordinary shares outstanding 34,360,391 10,308,117 34,360,391 10,308,117 Basic and diluted net income per ordinary share $ 0.05 $ 0.05 $ 0.62 $ 0.62 For The Three Months Ended For the Period from February 10, 2021 September 30, 2021 (Inception) Through September 30, 2021 Class A Class B Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 10,501,830 $ 3,150,549 $ 3,949,899 $ 1,834,411 Denominator: Basic weighted average ordinary shares outstanding 34,360,391 10,308,117 20,936,622 9,723,383 Diluted weighted average ordinary shares outstanding 34,360,391 10,308,117 20,936,622 10,308,117 Basic and diluted net income per ordinary share $ 0.31 $ 0.31 $ 0.19 $ 0.19 |
Income Taxes | Income Taxes FASB ASC Topic 740 “Income Taxes” 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31,2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of computation of basic and diluted net income (loss) per share | For The Three Months Ended For The Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 1,748,948 $ 524,684 $ 21,439,034 $ 6,431,710 Denominator: Basic and diluted weighted average ordinary shares outstanding 34,360,391 10,308,117 34,360,391 10,308,117 Basic and diluted net income per ordinary share $ 0.05 $ 0.05 $ 0.62 $ 0.62 For The Three Months Ended For the Period from February 10, 2021 September 30, 2021 (Inception) Through September 30, 2021 Class A Class B Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 10,501,830 $ 3,150,549 $ 3,949,899 $ 1,834,411 Denominator: Basic weighted average ordinary shares outstanding 34,360,391 10,308,117 20,936,622 9,723,383 Diluted weighted average ordinary shares outstanding 34,360,391 10,308,117 20,936,622 10,308,117 Basic and diluted net income per ordinary share $ 0.31 $ 0.31 $ 0.19 $ 0.19 |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | |
Schedule of Class A ordinary shares subject to possible redemption | Gross proceeds from Initial Public Offering $ 343,603,910 Less: Fair value of Public Warrants at issuance (13,331,831) Offering costs allocated at Class A ordinary shares subject to possible redemption (18,880,630) Plus: Accretion on Class A ordinary shares subject to possible redemption 32,212,461 Class A ordinary shares subject to possible redemption at December 31, 2021 343,603,910 Increase in redemption value of Class A common stock subject to possible redemption 457,655 Class A common stock subject to possible redemption at June 30, 2022 344,061,565 Increase in redemption value of Class A common stock subject to possible redemption 1,673,912 Class A common stock subject to possible redemption at September 30, 2022 $ 345,735,477 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's financial assets and liabilities that are measured at fair value on a recurring basis | September 30, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Bill $ 345,835,477 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 830,147 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 452,248 December 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Bill $ 343,652,115 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 5,908,614 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 9,961,468 |
Schedule of fair value measurements inputs | September 30, 2022 December 31, 2021 Exercise price $ 20.00 $ 20.00 Stock price $ 9.84 $ 9.74 Volatility 11.0 % 26.0 % Term (years) 5.00 5.00 Estimate time to consummation of Business Combination (years) 0.64 0.38 Risk-free rate 4.06 % 1.26 % Dividend yield 0.0 % 0.0 % |
Schedule of change in the fair value of the warrant liabilities measured utilizing Level 3 inputs | Derivative warrant liabilities at December 31, 2021 $ 9,961,468 Change in fair value of derivative warrant liabilities (7,530,935) Derivative warrant liabilities at March 31, 2022 2,430,533 Change in fair value of derivative warrant liabilities (1,709,310) Derivative warrant liabilities at June 30, 2022 721,223 Change in fair value of derivative warrant liabilities (268,975) Derivative warrant liabilities at September 30, 2022 $ 452,248 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 2 Months Ended | 8 Months Ended | 9 Months Ended | |||||||
Jun. 03, 2021 USD ($) $ / shares shares | May 20, 2021 USD ($) $ / shares shares | May 18, 2021 USD ($) | Feb. 26, 2021 USD ($) | Feb. 24, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) item | Dec. 31, 2021 USD ($) | Oct. 31, 2020 $ / shares | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||||||
Proceeds received from initial public offering | $ 343,600,000 | $ 343,603,910 | ||||||||
Condition for future business combination use of proceeds percentage | 80 | |||||||||
Condition for future business combination threshold percentage ownership | 50 | |||||||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |||||||||
Redemption limit percentage without prior consent | 15 | |||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||
Months to complete acquisition | 24 months | |||||||||
Redemption period upon closure | 10 days | |||||||||
Maximum allowed dissolution expenses | $ 100,000 | |||||||||
Cash operating bank account | 2,567,833 | $ 2,969,044 | ||||||||
Working capital | 2,200,000 | |||||||||
Aggregate purchase price | $ 25,000 | |||||||||
Proceeds from note payable and advances from related party | $ 300,000 | 1,200,000 | ||||||||
Repayment of promissory note - related party | $ 1,200,000 | |||||||||
Working capital loan, outstanding | $ 0 | $ 0 | ||||||||
Promissory Second Note | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Proceeds from sale of Private Placement Warrants | $ 900,000 | |||||||||
Private Placement Warrants | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Proceeds from sale of Private Placement Warrants | $ 872,000 | |||||||||
IPO | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Sale of units in initial public offering, less fair value of derivative warrant liabilities, gross (in shares) | shares | 30,000,000 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||
Proceeds received from initial public offering | $ 300,000,000 | |||||||||
Offering costs | 17,300,000 | |||||||||
Deferred underwriting costs | 10,500,000 | |||||||||
Repayment of promissory note - related party | $ 300,000 | |||||||||
IPO | Sponsor | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Aggregate purchase price | $ 25,000 | |||||||||
Private Placement | Private Placement Warrants | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Sale of Private Placement Warrants (in shares) | shares | 18,666,667 | |||||||||
Price of warrant | $ / shares | $ 0.60 | |||||||||
Proceeds from sale of Private Placement Warrants | $ 11,200,000 | |||||||||
Over-allotment | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Sale of units in initial public offering, less fair value of derivative warrant liabilities, gross (in shares) | shares | 4,360,391 | |||||||||
Proceeds received from initial public offering | $ 43,600,000 | |||||||||
Offering costs | 2,400,000 | |||||||||
Deferred underwriting costs | $ 1,500,000 | |||||||||
Length of option to purchase additional shares | 45 days | |||||||||
Over-allotment | Maximum | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Sale of units in initial public offering, less fair value of derivative warrant liabilities, gross (in shares) | shares | 4,500,000 | |||||||||
Over-allotment | Private Placement Warrants | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Sale of Private Placement Warrants (in shares) | shares | 1,453,464 | |||||||||
Price of warrant | $ / shares | $ 0.60 | |||||||||
Proceeds from sale of Private Placement Warrants | $ 872,000 | $ 872,000 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | ||
Cash equivalents | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 |
Provision for income taxes | $ 0 | |
Class A ordinary shares | ||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | ||
Anti-dilutive securities attributable to warrants (in shares) | 26,992,209 | |
Class A ordinary shares subject to possible redemption | ||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | ||
Share subject to possible redemption | 34,360,391 | 34,360,391 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basics and diluted net income (loss) per ordinary share (Details)' - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Class A ordinary shares | ||||
Numerator: | ||||
Allocation of net income | $ 1,748,948 | $ 10,501,830 | $ 3,949,899 | $ 21,439,034 |
Denominator: | ||||
Basic weighted average ordinary shares outstanding | 34,360,391 | 34,360,391 | 20,936,622 | 34,360,391 |
Diluted weighted average ordinary shares outstanding | 34,360,391 | 34,360,391 | 20,936,622 | 34,360,391 |
Basic net income per ordinary share | $ 0.05 | $ 0.31 | $ 0.19 | $ 0.62 |
Diluted net income per ordinary share | $ 0.05 | $ 0.31 | $ 0.19 | $ 0.62 |
Class B ordinary shares | ||||
Numerator: | ||||
Allocation of net income | $ 524,684 | $ 3,150,549 | $ 1,834,411 | $ 6,431,710 |
Denominator: | ||||
Basic weighted average ordinary shares outstanding | 10,308,117 | 10,308,117 | 9,723,383 | 10,308,117 |
Diluted weighted average ordinary shares outstanding | 10,308,117 | 10,308,117 | 10,308,117 | 10,308,117 |
Basic net income per ordinary share | $ 0.05 | $ 0.31 | $ 0.19 | $ 0.62 |
Diluted net income per ordinary share | $ 0.05 | $ 0.31 | $ 0.19 | $ 0.62 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 8 Months Ended | ||||
Jun. 03, 2021 | May 20, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Oct. 31, 2020 | |
INITIAL PUBLIC OFFERING | |||||
Proceeds received from initial public offering | $ 343,600,000 | $ 343,603,910 | |||
Offering costs | $ 7,544,879 | ||||
Public Warrants | |||||
INITIAL PUBLIC OFFERING | |||||
Exercise price of warrants | $ 11.50 | ||||
IPO | |||||
INITIAL PUBLIC OFFERING | |||||
Number of units sold | 30,000,000 | ||||
Purchase price, per unit | $ 10 | $ 10 | |||
Proceeds received from initial public offering | $ 300,000,000 | ||||
Offering costs | 17,300,000 | ||||
Deferred underwriting commission | $ 10,500,000 | ||||
IPO | Public Warrants | |||||
INITIAL PUBLIC OFFERING | |||||
Number of shares in a unit | 1 | ||||
Number of warrants in a unit | 0.2 | ||||
IPO | Public Warrants | Common Class A | |||||
INITIAL PUBLIC OFFERING | |||||
Number of shares issuable per warrant | 1 | ||||
Exercise price of warrants | $ 11.50 | ||||
Over-allotment | |||||
INITIAL PUBLIC OFFERING | |||||
Number of units sold | 4,360,391 | ||||
Proceeds received from initial public offering | $ 43,600,000 | ||||
Offering costs | 2,400,000 | ||||
Deferred underwriting commission | $ 1,500,000 | ||||
Length of option to purchase additional shares | 45 days | ||||
Over-allotment | Maximum | |||||
INITIAL PUBLIC OFFERING | |||||
Number of units sold | 4,500,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder shares (Details) - USD ($) | 2 Months Ended | 9 Months Ended | |||||
Jun. 03, 2021 | Feb. 26, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | May 31, 2021 | Mar. 11, 2021 | |
RELATED PARTY TRANSACTIONS | |||||||
Aggregate purchase price | $ 25,000 | ||||||
Common Class B | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Sponsor | IPO [Member] | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Aggregate purchase price | $ 25,000 | ||||||
Founder Shares | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Aggregate number of shares owned | 3,450,000 | ||||||
Founder Shares | IPO [Member] | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Shares subject to forfeiture | 10,350,000 | ||||||
Founder Shares | Over-Allotment Option | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Number of shares issued | 4,360,391 | ||||||
Founder Shares | Sponsor | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Shares subject to forfeiture | 37,695 | 1,215,000 | |||||
Founder Shares | Sponsor | Common Class B | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Aggregate purchase price | $ 25,000 | ||||||
Number of shares issued | 13,800,000 | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||||
Aggregate number of shares owned | 3,085,714 | ||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Founder Shares | Catalyst Partners Foundation | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Shares subject to forfeiture | 4,188 | 135,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||||
Jun. 03, 2021 | May 20, 2021 | May 18, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Feb. 24, 2021 | |
RELATED PARTY TRANSACTIONS | ||||||||||
Repayment of promissory note - related party | $ 1,200,000 | |||||||||
Working capital loan, outstanding | $ 0 | $ 0 | $ 0 | |||||||
Amount of reimbursed or accrued | 0 | 0 | 0 | |||||||
IPO | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Repayment of promissory note - related party | $ 300,000 | |||||||||
Promissory Second Note | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Aggregate purchase price | $ 900,000 | |||||||||
Private Placement Warrants | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Aggregate purchase price | $ 872,000 | |||||||||
Required period after IPO to sell warrants | 30 days | |||||||||
Private Placement Warrants | Common Class A | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Price of warrant | $ 20 | |||||||||
Number of shares issuable per warrant | 1 | |||||||||
Private Placement Warrants | Private Placement | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Sale of Private Placement Warrants (in shares) | 18,666,667 | |||||||||
Price of warrant | $ 0.60 | |||||||||
Aggregate purchase price | $ 11,200,000 | |||||||||
Private Placement Warrants | Over-Allotment Option | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Sale of Private Placement Warrants (in shares) | 1,453,464 | |||||||||
Price of warrant | $ 0.60 | |||||||||
Aggregate purchase price | $ 872,000 | $ 872,000 | ||||||||
Private Placement Warrants | Promissory Second Note | Over-Allotment Option | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Outstanding balance | $ 900,000 | |||||||||
Administrative Support Agreement | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Expenses per month | 10,000 | |||||||||
Expenses incurred and paid | 30,000 | $ 30,000 | $ 40,000 | 90,000 | ||||||
Expenses outstanding | $ 160,000 | $ 160,000 | $ 70,000 | |||||||
Related Party Loans | Promissory Note | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | $ 300,000 | ||||||||
Related Party Loans | Working capital loans warrant | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Price of warrant | $ 0.60 | $ 0.60 | ||||||||
Loan conversion agreement warrant | $ 2,000,000 | $ 2,000,000 | ||||||||
Related Party Loans | Sponsor | Promissory Second Note | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Advance borrowing capacity of related party promissory note | $ 900,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended | |
Jun. 29, 2022 USD ($) | Sep. 30, 2022 USD ($) item $ / shares | |
COMMITMENTS AND CONTINGENCIES | ||
Maximum number of demands for registration of securities | item | 3 | |
Underwriting cash discount (per unit) | $ / shares | $ 0.20 | |
Aggregate underwriter cash discount | $ 6,900,000 | |
Deferred underwriting commissions (per unit) | $ / shares | $ 0.35 | |
Aggregate deferred underwriting fee payable | $ 12,000,000 | |
Gain from settlement of deferred underwriting commissions | $ 12,000,000 | $ 12,026,137 |
WARRANTS (Details)
WARRANTS (Details) | 9 Months Ended | |
Sep. 30, 2022 item $ / shares shares | Dec. 31, 2021 shares | |
WARRANTS | ||
Public Warrants expiration term | 5 years | |
Business combination effective issue price (in dollars per share) | $ 9.20 | |
Total equity proceeds (in percentage) | 60 | |
Market value (in dollars per share) | $ 9.20 | |
Number of trading days on which fair market value of shares is reported | 20 days | |
Public Warrants | ||
WARRANTS | ||
Outstanding warrants | shares | 6,872,078 | 6,872,078 |
Period to exercise warrants after completion of business combination | 30 days | |
Warrants exercisable term from closing of initial public offering | 12 months | |
Period for filing registration statement after business combination | 20 days | |
Period of time after which warrant holder may do cashless exercise | 60 days | |
Exercise price of warrants | $ 11.50 | |
Private Warrants | ||
WARRANTS | ||
Exercise price of warrants | $ 20 | |
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 | ||
WARRANTS | ||
Market value and newly issued price, per share (in percentage) | 115% | |
Redemption trigger price (in dollars per share) | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Redemption period | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Threshold number of business days before sending notice of redemption to warrant holders | item | 3 | |
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 | ||
WARRANTS | ||
Market value and newly issued price, per share (in percentage) | 180% | |
Redemption trigger price (in dollars per share) | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Redemption period | 30 days | |
Threshold trading days for redemption of public warrants | 30 days | |
Common Class A | ||
WARRANTS | ||
Number of trading days on which fair market value of shares is reported | 10 days | |
Warrant redemption condition more than share price (subject to adjustment) | $ 0.361 | |
Common Class A | Warrants [Member] | ||
WARRANTS | ||
Redemption trigger price (in dollars per share) | $ 10 | |
Private Placement | ||
WARRANTS | ||
Outstanding warrants | shares | 20,120,131 | 20,120,131 |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Class A | ||||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | ||||
Ordinary shares, authorized | 400,000,000 | 400,000,000 | 400,000,000 | |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class A ordinary shares subject to possible redemption | ||||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | ||||
Ordinary shares, voting rights | one vote | |||
Class A ordinary shares subject to possible redemption, outstanding | 34,360,391 | 34,360,391 | 34,360,391 | |
Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet | ||||
Gross proceeds from Initial Public Offering | $ 343,603,910 | |||
Less: | ||||
Fair value of Public Warrants at issuance | (13,331,831) | |||
Offering costs allocated at Class A ordinary shares subject to possible redemption | (18,880,630) | |||
Plus: | ||||
Accretion on Class A ordinary shares subject to possible redemption | $ 32,212,461 | |||
Class A ordinary shares subject to possible redemption | $ 344,061,565 | $ 343,603,910 | ||
Increase in redemption value of Class A common stock subject to possible redemption | 1,673,912 | $ 457,655 | 457,655 | |
Class A ordinary shares subject to possible redemption | $ 345,735,477 | $ 344,061,565 | $ 345,735,477 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) - Preference shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preference shares, authorized | 1,000,000 | 1,000,000 |
Preference shares, par value | $ 0.0001 | $ 0.0001 |
Preference shares, issued | 0 | 0 |
Preference shares, outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY (DEFICIT_2
SHAREHOLDERS' EQUITY (DEFICIT) - Ordinary shares (Details) | 9 Months Ended | |
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Ordinary Shares | ||
Common shares, votes per share | Vote | 1 | |
First Price Vesting | Founder Shares | ||
Ordinary Shares | ||
Share price | $ 12.50 | |
Vesting rights percentage of Founder shares | 25% | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Second Price Vesting | Founder Shares | ||
Ordinary Shares | ||
Share price | $ 15 | |
Vesting rights percentage of Founder shares | 25% | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Third Price Vesting | Founder Shares | ||
Ordinary Shares | ||
Share price | $ 17.50 | |
Vesting rights percentage of Founder shares | 50% | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Common Class A | ||
Ordinary Shares | ||
Ordinary shares, authorized | shares | 400,000,000 | 400,000,000 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, authorized | shares | 400,000 | 400,000 |
Share price | $ 12 | |
Prior to anniversary years of the initial business combination closing price | 10 years | |
Maximum effective price in strategic transaction per share | $ 12 | |
Common Class A | First Price Vesting | ||
Ordinary Shares | ||
Share price | $ 12.50 | |
Ratio to be applied to the stock in the conversion | 5.8 | |
Common Class A | Second Price Vesting | ||
Ordinary Shares | ||
Share price | $ 15 | |
Ratio to be applied to the stock in the conversion | 11.5 | |
Common Class A | Third Price Vesting | ||
Ordinary Shares | ||
Share price | $ 17.50 | |
Ratio to be applied to the stock in the conversion | 23.1 | |
Common Class B | ||
Ordinary Shares | ||
Ordinary shares, authorized | shares | 40,000,000 | 40,000,000 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, issued | shares | 10,308,117 | 10,308,117 |
Ordinary shares, outstanding | shares | 10,308,117 | 10,308,117 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 345,835,477 | $ 343,652,115 |
Liabilities: | ||
Derivative warrant liabilities | 1,282,395 | 15,870,082 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 830,147 | 5,908,614 |
Level 1 | U.S. Treasury Bill | Recurring | ||
Assets: | ||
Investments held in Trust Account | 345,835,477 | 343,652,115 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | $ 452,248 | $ 9,961,468 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value measurements inputs (Details) | Sep. 30, 2022 Y $ / shares | Dec. 31, 2021 Y $ / shares |
Exercise price | ||
FAIR VALUE MEASUREMENTS | ||
Fair value measurements input | $ / shares | 20 | 20 |
Stock price | ||
FAIR VALUE MEASUREMENTS | ||
Fair value measurements input | $ / shares | 9.84 | 9.74 |
Volatility | ||
FAIR VALUE MEASUREMENTS | ||
Fair value measurements input | 0.110 | 0.260 |
Term (years) | ||
FAIR VALUE MEASUREMENTS | ||
Fair value measurements input | Y | 5 | 5 |
Estimate time to consummation of Business Combination (years) | ||
FAIR VALUE MEASUREMENTS | ||
Fair value measurements input | Y | 0.64 | 0.38 |
Risk-free rate | ||
FAIR VALUE MEASUREMENTS | ||
Fair value measurements input | 0.0406 | 0.0126 |
Dividend yield | ||
FAIR VALUE MEASUREMENTS | ||
Fair value measurements input | 0 | 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the fair value of the warrant liabilities (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Change in the fair value of the warrant liabilities | |||||
Change in fair value of derivative warrant liabilities | $ (10,790,029) | $ (14,587,686) | |||
Level 3 | |||||
Change in the fair value of the warrant liabilities | |||||
Derivative warrant liabilities at beginning of period | $ 721,223 | $ 2,430,533 | $ 9,961,468 | 9,961,468 | |
Change in fair value of derivative warrant liabilities | (268,975) | (1,709,310) | (7,530,935) | ||
Derivative warrant liabilities at end of period | $ 452,248 | $ 721,223 | $ 2,430,533 | $ 452,248 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |||||
Fair value, assets, transfers to/from Levels 1 and 2 | $ 0 | $ 0 | $ 0 | ||
Fair value, liabilities, transfers to/from Levels 1 and 2 | 0 | 0 | 0 | ||
Fair value assets transferred into (out of) level 3 | 0 | ||||
Fair value liabilities transferred into (out of) level 3 | $ 0 | ||||
Option Pricing Method | |||||
FAIR VALUE MEASUREMENTS | |||||
Change in fair value of derivative liabilities | $ 1,700,000 | $ 14,000,000 | $ (11,600,000) | $ 2,200,000 |