Document and Entity Information
Document and Entity Information - shares | 8 Months Ended | |
Sep. 30, 2021 | Dec. 10, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-40957 | |
Entity Registrant Name | PYROPHYTE ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | KY | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 3262 Westheimer Road | |
Entity Address, Address Line Two | Suite 706 | |
Entity Address, City or Town | Houston | |
Entity Address State Or Province | TX | |
Entity Address, Postal Zip Code | 77098 | |
City Area Code | 345 | |
Local Phone Number | 769-4900 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001848756 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | PHYT.U | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | PHYT | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 20,125,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | PHYT WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,031,250 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) | |
Current assets | ||
Deferred offering costs | $ 579,499 | |
Total assets | 579,499 | |
Current liabilities: | ||
Accounts payable | 13,551 | |
Accrued expenses | 406,680 | |
Due to related party | 154,646 | |
Total current liabilities | 574,877 | |
Total liabilities | 574,877 | |
Commitments and Contingencies (Note 5) | ||
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,497 | |
Accumulated deficit | (20,378) | |
Total shareholders' equity | 4,622 | |
Total Liabilities and Shareholders' Equity | 579,499 | |
Class B Common Stock | ||
Shareholders' Equity | ||
Common stock | $ 503 | [1] |
[1] | On September 29, 2021, our Sponsor surrendered to the Company, an aggregate of 718,750 founder shares, which the Company cancelled, resulting in an aggregate of 5,031,250 founder shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share forfeiture. This number includes up to 656,250 Class B ordinary shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On October 29, 2021 the underwriters exercised their over-allotment option, as a result of which, these founder shares are no long subject to forfeiture. |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Oct. 29, 2021 | Sep. 30, 2021 | Sep. 29, 2021 | Feb. 24, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | ||||
Founder Shares | |||||
Temporary equity, shares outstanding | 5,031,250 | ||||
Sponsor | Founder Shares | |||||
Purchase price, per unit | $ 0.004 | ||||
Maximum Common Stock Shares Subjected To Forfeiture | 718,750 | ||||
Over-allotment option | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Purchase price, per unit | $ 10 | ||||
Over-allotment option | Founder Shares | |||||
Maximum Common Stock Shares Subjected To Forfeiture | 656,250 | ||||
Class A Common Stock | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Common shares, shares authorized | 200,000,000 | ||||
Common shares, shares issued | 0 | ||||
Common shares, shares outstanding | 0 | ||||
Temporary equity, shares outstanding | 20,125,000 | ||||
Class B Common Stock | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Common shares, shares authorized | 20,000,000 | ||||
Common shares, shares issued | 5,031,250 | ||||
Common shares, shares outstanding | 5,031,250 | ||||
Class B Common Stock | Sponsor | Founder Shares | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Class B Common Stock | Over-allotment option | |||||
Maximum Common Stock Shares Subjected To Forfeiture | 656,250 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 8 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | ||
CONDENSED STATEMENTS OF OPERATIONS | |||
Formation costs | $ 13,551 | $ 20,378 | |
Loss from operations | (13,551) | (20,378) | |
Net income (loss) | $ (13,551) | $ (20,378) | |
Weighted average shares outstanding, basic | [1] | 4,375,000 | 4,375,000 |
Weighted average shares outstanding, diluted | 4,375,000 | 4,375,000 | |
Basic net loss per common share | $ 0 | $ 0 | |
Diluted net loss per common share | $ 0 | $ 0 | |
[1] | On September 29, 2021, our Sponsor surrendered to the Company, an aggregate of 718,750 founder shares, which the Company cancelled, resulting in an aggregate of 5,031,250 founder shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share forfeiture. This number includes up to 656,250 Class B ordinary shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On October 29, 2021 the underwriters exercised their over-allotment option, as a result of which, these founder shares are no long subject to forfeiture. |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Sep. 30, 2021 | Sep. 29, 2021 |
Founder Shares | ||
Temporary equity, shares outstanding | 5,031,250 | |
Sponsor | Founder Shares | ||
Maximum Common Stock Shares Subjected To Forfeiture | 718,750 | |
Over-allotment option | Founder Shares | ||
Maximum Common Stock Shares Subjected To Forfeiture | 656,250 | |
Class B Common Stock | Over-allotment option | ||
Maximum Common Stock Shares Subjected To Forfeiture | 656,250 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Feb. 11, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Feb. 11, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of ordinary shares to Sponsor | [1] | $ 503 | 24,497 | 0 | 25,000 | |
Issuance of ordinary shares to Sponsor (in shares) | [1] | 5,031,250 | ||||
Net loss | 0 | (6,827) | (6,827) | |||
Balance at the end at Jun. 30, 2021 | $ 503 | 24,497 | (6,827) | 18,173 | ||
Balance at the end (in shares) at Jun. 30, 2021 | 5,031,250 | |||||
Balance at the beginning at Feb. 11, 2021 | $ 0 | $ 0 | 0 | 0 | 0 | |
Balance at the beginning (in shares) at Feb. 11, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (20,378) | |||||
Balance at the end at Sep. 30, 2021 | $ 503 | 24,497 | (20,378) | 4,622 | ||
Balance at the end (in shares) at Sep. 30, 2021 | 5,031,250 | |||||
Balance at the beginning at Jun. 30, 2021 | $ 503 | 24,497 | (6,827) | 18,173 | ||
Balance at the beginning (in shares) at Jun. 30, 2021 | 5,031,250 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 0 | (13,551) | (13,551) | |||
Balance at the end at Sep. 30, 2021 | $ 503 | $ 24,497 | $ (20,378) | $ 4,622 | ||
Balance at the end (in shares) at Sep. 30, 2021 | 5,031,250 | |||||
[1] | On September 29, 2021, our Sponsor surrendered to the Company, an aggregate of 718,750 founder shares, which the Company cancelled, resulting in an aggregate of 5,031,250 founder shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share forfeiture. This number includes up to 656,250 Class B ordinary shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On October 29, 2021 the underwriters exercised their over-allotment option, as a result of which, these founder shares are no long subject to forfeiture. |
STATEMENTS OF CHANGES IN SHAR_2
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - shares | Oct. 29, 2021 | Sep. 30, 2021 | Sep. 29, 2021 |
Founder Shares | |||
Temporary equity, shares outstanding | 5,031,250 | ||
Sponsor | Founder Shares | |||
Maximum Common Stock Shares Subjected To Forfeiture | 718,750 | ||
Over-allotment option | Founder Shares | |||
Maximum Common Stock Shares Subjected To Forfeiture | 656,250 | ||
Class A Common Stock | |||
Temporary equity, shares outstanding | 20,125,000 | ||
Class B Common Stock | Over-allotment option | |||
Maximum Common Stock Shares Subjected To Forfeiture | 656,250 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 8 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (20,378) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Formation and operating cost paid through the issuance of common stock to Sponsor | 6,827 |
Changes in operating assets and liabilities: | |
Accounts payable | 13,551 |
Net cash used in operating activities | 0 |
Net increase in cash | 0 |
Cash - beginning of period | 0 |
Cash - end of period | 0 |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred offering costs included in accrued expenses | 406,680 |
Deferred offering costs paid through promissory note - related party | 154,646 |
Deferred offering costs paid through the issuance of common stock to Sponsor | $ 18,173 |
Description of Organization and
Description of Organization and Business Operations | 8 Months Ended |
Sep. 30, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1- Description of Organization and Business Operations Organization and General Pyrophyte Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on February 12, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of September 30, 2021, the Company had not yet commenced operations. All activity for the period from February 12, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Pyrophyte Acquisition LLC, a Delaware limited liability company (the “Sponsor”). On October 29, 2021, Pyrophyte Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 20,125,000 units (the “Units”), including the issuance of 2,625,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. The registration statement for the IPO was declared effective on October 26, 2021. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $201,250,000. Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 10,156,250 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $10,156,250. The Trust Account Following the closing of the IPO on October 29, 2021, and the underwriters’ simultaneous exercise of the over-allotment option in full, $206,281,250 ($10.25 per Unit) from the net proceeds from the sale of the Units in the IPO and a portion of the net proceeds from the sale of the Private Placement Warrants were deposited into a trust account (the “Trust Account”). The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s memorandum and articles of association provide that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $0.0001 par value, included in the Units (the “Public Shares”) being sold in the Initial Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Class A ordinary shares included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within 18 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent director nominees will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 18 months of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A ordinary shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no pre-emptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Liquidity and Capital Resources As of September 30, 2021, the Company had a cash balance of $0 and working capital deficiency of 574,877. Subsequent to the period covered by this quarterly report on Form 10-Q (the “Quarterly Report”), the Company consummated its Initial Public Offering (see Note 3) and Private Placement (See Note 4). Of the net proceeds from the Initial Public Offering and associated Private Placement, $206,281,250 of cash was placed in the Trust Account and $1,195,395 of cash was held outside of the Trust Account and is available for the Company’s working capital purposes. In order to finance transaction costs in connection with a Business Combination, the Company’s 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 below (see Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 8 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive 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 final prospectus for its Initial Public Offering as filed with the SEC on October 28, 2021, as well as the Company's Current Reports on Form 8-K, as filed with the SEC on November 5, 2021 and November 22, 2021. The interim results for the period from February 12, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Net loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of ordinary share to settle warrants, as calculated using the treasury stock method. Weighted average ordinary shares were reduced for the effect of an aggregate of 656,250 of Founder Shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 3). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per ordinary share is the same as basic ordinary share for the periods presented. Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. As of September 30, 2021, the company did not have any derivative warrant liabilities as the Initial Public Offering had not occurred at this date. The Company will estimate the fair value of the Public Warrants using the Public Warrants’ quoted market price. The Private Placement Warrants will be valued using a Monte Carlo Simulation Model. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs at September 30, 2021 of $579,499 consist of costs that are directly related to the Initial Public Offering. The Company has concluded that a portion of the transaction costs which directly relate to the Initial Public Offering and Private Placement should be allocated to the warrants upon their issuance, based on their relative fair value against total proceeds and recognized as transaction costs in the statement of operations. Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Initial Public Offering
Initial Public Offering | 8 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering On October 29, 2021, Pyrophyte Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 20,125,000 units (the “Units”), including the issuance of 2,625,000 Units as a result of the underwriter’s exercise of their over-allotment option in full. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one Each Unit consists of one Public Share and half of one |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4 – Related Party Transactions Founder Shares On February 24, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 750,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised. At the close of the IPO, the underwriters will exercise their overallotment option in full and these founder shares will no longer be subjected to forfeitures. On September 29, 2021, our sponsor surrendered 718,750 founder shares to us for cancellation for no consideration, resulting an aggregate of 5,031,250 founder shares outstanding. The Founder Shares include up to 656,250 Class B ordinary shares of which are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised. Following the exercise of the underwriters' over-allotment option on October 29, 2021, no founder shares remain subject to forfeiture Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Initial Public Offering. Class B Founder Shares The Class B ordinary shares is convertible into shares of our Class A ordinary shares on a one-for-one basis, subject to adjustment as described herein. Prior to the Business Combination, only holders of the Company’s Class B ordinary shares will be entitled to vote on the appointment of directors. Private Placement Warrants On October 29, 2021, simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 10,156,250 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $10,156,250. Promissory Note—Related Party On February 24, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Proposed Public Offering and other expenses. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the Proposed Public Offering. The loans will be repaid upon the closing of the Proposed Public Offering out of the offering proceeds that has been allocated for the payment of offering and other expenses (other than underwriting commissions) and amounts not to be held in the Trust Account. As of September 30, 2021, there is $154,646 outstanding under the note. Upon the consummation of the Initial Public Offering on October 29, 2021, all outstanding balance under the note were paid in full. Related Party Working Capital Loan In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. On October 14, 2021, the Company entered into a convertible promissory note with the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $1,500,000 beginning twelve months after the completion of the Initial Public Offering. The principal thereunder is convertible into Private Placement Warrants upon request of the Sponsor. Such Private Placement Warrants will have the same terms as the Private Placement Warrants sold under the Private Placement Warrants Purchase Agreement. Administrative Support Agreement Commencing on the date the Units are first listed on the New York Stock Exchange, the Company has agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. |
Commitments & Contingencies
Commitments & Contingencies | 8 Months Ended |
Sep. 30, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 5 – Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement signed on the date of the prospectus for the Initial Public Offering, and the Anchor Investors will be entitled to certain registration rights pursuant to their investment agreements. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company paid a discount of 1.5% of the per Unit offering price to the underwriters at the closing of the Offering, with an additional fee of 4.0% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Company did not pay a discount on the offering price of any Units sold pursuant to the over-allotment option, but will pay an additional fee of 5.5% of the gross proceeds of such Units upon the Company’s completion of its Initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. |
Shareholders' Equity
Shareholders' Equity | 8 Months Ended |
Sep. 30, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 6 – Shareholders’ Equity Preference Shares The Company is authorized to issue 1,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of September 30, 2021, there were no preference shares issued or outstanding Class A Ordinary Shares The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2021, there were zero shares of Class A ordinary shares issued or outstanding Class B Ordinary Shares The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September 30, 2021, 5,031,250 shares of Class B ordinary shares were issued and outstanding Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s Shareholders, except as required by law or applicable stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the Business Combination. The shares of Class B ordinary shares outstanding upon the completion of the Initial Public Offering, will automatically convert into Class A ordinary shares at the time of the Business Combination on a one-for-one basis (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) as described herein. |
Warrants
Warrants | 8 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Warrants | Note 7 – Warrants As of September 30, 2021, there were no warrants outstanding. The Company accounted for the 20,218,750 warrants issued in connection with the Initial Public Offering (the 10,062,500 of Public Warrants and the 10,156,250 of Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant much be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. The Warrants will become exercisable 30 days after the completion of the Initial Business Combination and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The exercise price of each Warrant is $11.50 per share, subject to adjustment as described herein. In addition, if we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. 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 as described herein with respect to the Private Placement Warrants): Ø in whole and not in part; Ø at a price of $0.01 per warrant; Ø upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and Ø if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant”) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: Ø in whole and not in part; Ø 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 Class A ordinary shares determined by certain calculation, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares (as defined below); Ø if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 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 “fair market value” of the Company’s Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. |
Subsequent Events
Subsequent Events | 8 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 8 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than the events described in the Notes above, including completion of the Initial Public Offering, sale of the Private Placement Warrants, and the agreement for the convertible promissory note, management did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 8 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive 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 final prospectus for its Initial Public Offering as filed with the SEC on October 28, 2021, as well as the Company's Current Reports on Form 8-K, as filed with the SEC on November 5, 2021 and November 22, 2021. The interim results for the period from February 12, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. |
Net loss Per Ordinary Share | Net loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of ordinary share to settle warrants, as calculated using the treasury stock method. Weighted average ordinary shares were reduced for the effect of an aggregate of 656,250 of Founder Shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 3). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per ordinary share is the same as basic ordinary share for the periods presented. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Derivative warrant liabilities | Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. As of September 30, 2021, the company did not have any derivative warrant liabilities as the Initial Public Offering had not occurred at this date. The Company will estimate the fair value of the Public Warrants using the Public Warrants’ quoted market price. The Private Placement Warrants will be valued using a Monte Carlo Simulation Model. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs at September 30, 2021 of $579,499 consist of costs that are directly related to the Initial Public Offering. The Company has concluded that a portion of the transaction costs which directly relate to the Initial Public Offering and Private Placement should be allocated to the warrants upon their issuance, based on their relative fair value against total proceeds and recognized as transaction costs in the statement of operations. |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Oct. 29, 2021USD ($)$ / sharesshares | Oct. 31, 2020 | Sep. 30, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Condition for future business combination number of businesses minimum | 1 | ||
Share Price | $ 11.50 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (in Months) | 18 months | ||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | ||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | ||
Cash balance | $ | $ 0 | ||
Working capital deficiency | $ | $ 574,877 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | shares | 20,125,000 | ||
Purchase price, per unit | $ 10 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | ||
Exercise price of warrants | $ 11.50 | ||
Proceeds from issuance initial public offering | $ | $ 201,250,000 | $ 206,281,250 | |
Sale of Private Placement Warrants (in shares) | shares | 20,218,750 | ||
Cash held outside trust account | $ | $ 1,195,395 | ||
Share Price | $ 10.25 | ||
Maximum net interest to pay dissolution expenses | $ | $ 100,000 | ||
IPO | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of Shares Issued Per Unit | shares | 1 | ||
Number of shares per warrant | shares | 1 | ||
Sale of Private Placement Warrants (in shares) | shares | 10,062,500 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 10,156,250 | ||
Price of warrant | $ 1 | ||
Proceeds from sale of warrants | $ | $ 10,156,250 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | shares | 2,625,000 | ||
Purchase price, per unit | $ 10 | ||
Common shares, par value (in dollars per share) | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Sep. 30, 2021USD ($)shares |
Unrecognized tax benefits | $ 0 |
Income tax accrued payment of interest and penalties | $ 0 |
Over-allotment option | Founder Shares | |
Maximum Common Stock Shares Subjected To Forfeiture | shares | 656,250 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Oct. 29, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Warrants exercisable term from the completion of business combination | 30 days | |
Warrants exercisable term from the closing of the public offering | 5 years | |
Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common shares, par value, (per share) | $ 0.0001 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 20,125,000 | |
Purchase price, per unit | $ 10 | |
Common shares, par value, (per share) | $ 0.0001 | |
Exercise price of warrants | $ 11.50 | |
Proceeds from issuance of initial public offering | $ 201,250,000 | $ 206,281,250 |
IPO | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
IPO | Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common shares, par value, (per share) | $ 0.0001 | |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
IPO | Class A Common Stock | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 2,625,000 | |
Purchase price, per unit | $ 10 | |
Common shares, par value, (per share) | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 29, 2021 | Feb. 24, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 29, 2021 | |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | [1] | $ 25,000 | ||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, par value, (per share) | $ 0.0001 | |||||
Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 10 | |||||
Common shares, par value, (per share) | $ 0.0001 | |||||
Over-allotment option | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum common stock shares subjected to forfeiture | 656,250 | |||||
Sponsor | Private Placement Warrants | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | 10,156,250 | |||||
Price of warrant | $ 1 | |||||
Proceeds from sale of warrants | $ 10,156,250 | |||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Temporary equity, shares outstanding | 5,031,250 | |||||
Percentage of outstanding founder shares | 20.00% | |||||
Founder Shares | Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum common stock shares subjected to forfeiture | 656,250 | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ 25,000 | |||||
Share price | $ 0.004 | |||||
Maximum common stock shares subjected to forfeiture | 718,750 | |||||
Shares subject to forfeiture | 750,000 | |||||
Founder Shares | Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 5,750,000 | |||||
Common shares, par value, (per share) | $ 0.0001 | |||||
[1] | On September 29, 2021, our Sponsor surrendered to the Company, an aggregate of 718,750 founder shares, which the Company cancelled, resulting in an aggregate of 5,031,250 founder shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share forfeiture. This number includes up to 656,250 Class B ordinary shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On October 29, 2021 the underwriters exercised their over-allotment option, as a result of which, these founder shares are no long subject to forfeiture. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 8 Months Ended | ||
Sep. 30, 2021 | Oct. 14, 2021 | Feb. 24, 2021 | |
Related Party Transaction [Line Items] | |||
Loan conversion agreement warrant | $ 1,500,000 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Outstanding balance of related party note | $ 154,646 | ||
Administrative Support Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | 15,000 | ||
Related Party Loans | Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Loan conversion agreement warrant | $ 1,500,000 | ||
Price of warrant | $ 1 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 8 Months Ended |
Sep. 30, 2021 | |
Commitments & Contingencies | |
Percentage of Underwriting Cash Discount | 1.50% |
Percentage of Deferred Fee | 4.00% |
Percentage of additional fee paid | 5.50% |
Shareholders' Equity - Preferen
Shareholders' Equity - Preference Shares (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Shareholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) - $ / shares | Oct. 29, 2021 | Sep. 30, 2021 |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | |
Common shares, par value (in dollars per share) | $ 0.0001 | |
Common shares, shares issued (in shares) | 0 | |
Common shares, shares outstanding (in shares) | 0 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 20,125,000 | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | |
Common shares, par value (in dollars per share) | $ 0.0001 | |
Common shares, shares issued (in shares) | 5,031,250 | |
Common shares, shares outstanding (in shares) | 5,031,250 |
Warrants (Details)
Warrants (Details) | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2021$ / sharesshares | Sep. 30, 2021$ / sharesshares | Oct. 29, 2021$ / sharesshares | |
Warrants outstanding | shares | 0 | 0 | |
Warrants exercisable term from the completion of business combination | 30 days | ||
Warrants exercisable term from the closing of the public offering | 5 years | ||
Share Price | $ 11.50 | $ 11.50 | |
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | 115.00% | |
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | |||
Stock price trigger for redemption of public warrants | $ 18 | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold Trading Days Before Sending Notice Of Redemption Of Warrants | 30 days | ||
Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member] | |||
Stock price trigger for redemption of public warrants | $ 10 | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold Trading Days Before Sending Notice Of Redemption Of Warrants | 30 days | ||
Class A Common Stock | |||
Number of shares per warrant | shares | 1 | 1 | |
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Share Price | $ 9.20 | $ 9.20 | |
IPO | |||
Number of warrants issued | shares | 20,218,750 | 20,218,750 | |
Exercise price of warrants | $ 11.50 | ||
Share Price | $ 10.25 | ||
IPO | Public Warrants | |||
Number of warrants issued | shares | 10,062,500 | 10,062,500 | |
Number of shares per warrant | shares | 1 | ||
IPO | Private Placement Warrants | |||
Warrants outstanding | shares | 10,156,250 | 10,156,250 | |
IPO | Class A Common Stock | Public Warrants | |||
Number of shares per warrant | shares | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Public Warrants | |||
Consecutive trading days | 10 | ||
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 |