Document and Entity Information
Document and Entity Information - shares | 7 Months Ended | |
Sep. 30, 2021 | Dec. 21, 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 | 001-41029 | |
Entity Registrant Name | HUNT COMPANIES ACQUISITION CORP. I | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 85-2093703 | |
Entity Address, Address Line One | 4401 North Mesa Street | |
Entity Address, City or Town | El Paso | |
Entity Address State Or Province | TX | |
Entity Address, Postal Zip Code | 79902 | |
City Area Code | 915 | |
Local Phone Number | 533-1122 | |
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 | 0001850038 | |
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 ordinary shares, $0.0001 par value, and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | HTAQ.U | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | HTAQ | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Warrants included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants included as part of the units | |
Trading Symbol | HTAQ.WS | |
Security Exchange Name | NYSE | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
BALANCE SHEET
BALANCE SHEET | Sep. 30, 2021USD ($) |
ASSETS | |
Current asset - Cash | $ 48,824 |
Deferred offering costs | 521,321 |
Total Assets | 570,145 |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
Accrued operating and formation costs | 4,245 |
Accrued offering costs | 315,000 |
Related party advances | 55,141 |
Note payable - Sponsor | 175,000 |
Total Liabilities | 549,386 |
Commitments and contingencies (Note 6) | |
Shareholders' Equity: | |
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 24,425 |
Accumulated deficit | (4,241) |
Total Shareholders' Equity | 20,759 |
Total Liabilities and Shareholders' Equity | 570,145 |
Class B Ordinary Shares | |
Shareholders' Equity: | |
Ordinary shares | $ 575 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Mar. 08, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Class A Ordinary Shares | ||
Ordinary shares, par value, (per share) | $ 0.0001 | |
Ordinary shares, shares authorized | 500,000,000 | |
Ordinary shares, shares issued | 0 | |
Ordinary shares, shares outstanding | 0 | |
Class B Ordinary Shares | ||
Ordinary shares, par value, (per share) | $ 0.0001 | |
Ordinary shares, shares authorized | 50,000,000 | |
Ordinary shares, shares issued | 5,750,000 | |
Ordinary shares, shares outstanding | 5,750,000 | |
Shares subject to forfeiture | 750,000 | 750,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
STATEMENTS OF OPERATIONS | ||
Formation costs | $ 4,244 | |
Total Expenses | 4,244 | |
Interest income | $ 0 | 3 |
Total Other Income | 3 | |
Net loss | $ 0 | $ (4,241) |
Weighted average shares outstanding, basic | 5,000,000 | 5,000,000 |
Weighted average shares outstanding, diluted | 5,000,000 | 5,000,000 |
Basic net loss per common share, basic | $ 0 | $ 0 |
Diluted net loss per common share, diluted | $ 0 | $ 0 |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - shares | Sep. 30, 2021 | Mar. 08, 2021 |
Class B Ordinary Shares | ||
Shares subject to forfeiture | 750,000 | 750,000 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Class B Ordinary SharesCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Mar. 01, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Mar. 01, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B common stock to Sponsor | $ 575 | 24,425 | 25,000 | |
Issuance of Class B common stock to Sponsor (in shares) | 5,750,000 | |||
Net loss | (3,878) | (3,878) | ||
Balance at the end at Mar. 08, 2021 | $ 575 | 24,425 | (3,878) | 21,122 |
Balance at the end (in shares) at Mar. 08, 2021 | 5,750,000 | |||
Balance at the beginning at Mar. 01, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Mar. 01, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (4,241) | |||
Balance at the end at Sep. 30, 2021 | $ 575 | 24,425 | (4,241) | 20,759 |
Balance at the end (in shares) at Sep. 30, 2021 | 5,750,000 | |||
Balance at the beginning at Mar. 08, 2021 | $ 575 | 24,425 | (3,878) | 21,122 |
Balance at the beginning (in shares) at Mar. 08, 2021 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (363) | (363) | ||
Balance at the end at Jun. 30, 2021 | $ 575 | 24,425 | (4,241) | 20,759 |
Balance at the end (in shares) at Jun. 30, 2021 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | $ 0 | 0 | 0 | 0 |
Balance at the end at Sep. 30, 2021 | $ 575 | $ 24,425 | $ (4,241) | $ 20,759 |
Balance at the end (in shares) at Sep. 30, 2021 | 5,750,000 |
STATEMENT OF CHANGES IN SHARE_2
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - shares | Sep. 30, 2021 | Mar. 08, 2021 |
Class B Ordinary Shares | ||
Shares subject to forfeiture | 750,000 | 750,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 7 Months Ended |
Sep. 30, 2021USD ($) | |
Cash flows from Operating Activities: | |
Net loss | $ (4,241) |
Changes in operating assets and liabilities: | |
Accrued operating and formation costs | 4,245 |
Net cash used in operating activities | 4 |
Cash Flows from Financing Activities: | |
Proceeds from Sponsor note | 175,000 |
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 |
Cash paid for offering cost | (151,180) |
Net cash provided by financing activities | 48,820 |
Net change in cash | 48,824 |
Cash at end of period | 48,824 |
Non-cash financing activities: | |
Deferred offering costs included in accrued offering costs | 315,000 |
Deferred offering costs paid by related party | $ 55,451 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY | 7 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Hunt Companies Acquisition Corp. I (the “Company”) was incorporated in the Cayman Islands on March 2, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from March 2, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after completion of the Business Combination at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Initial Public Offering. The Company has selected December 31, as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 8, 2021. On November 12, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 9,000,000 warrants (the “Private Placement Warrants”), allocating 8,125,000 warrants to Hunt Companies Sponsor LLC (the “Sponsor”) and 875,000 warrants to the underwriter, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $9,000,000. On November 12, 2021, the sale of additional 3,000,000 Units to the underwriters was consummated pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000. Also, in connection with the exercise of the over-allotment option, the Sponsor and the underwriter purchased an additional 1,050,000 Private Placement Warrants, allocating 900,000 warrants to Sponsor and 150,000 warrants to the underwriter, at a purchase price of $1.00 per warrant for total gross proceeds of $1,050,000. As of November 12, 2021, transaction costs amounted to $11,957,991 consisting of $4,100,000 of underwriting fees, $7,175,000 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”)) and $682,991 of other costs related to the Initial Public Offering. Cash of $1,869,860 was held outside of the Trust Account on November 12, 2021 and was available for working capital purposes. As described in Note 6, the $7,175,000 deferred underwriting fees are contingent upon the consummation of the Business Combination within 12 months (or 18 months if extended) from the closing of the Initial Public Offering. Following the closing of the Initial Public Offering on November 12, 2021, an amount of $233,450,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations 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 (as defined below) ( excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act. Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.15 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in the Trust Account. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” All of the Public Shares 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 Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum of Association”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Class A ordinary shares (as defined in Note 3) classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend. The Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Amended and Restated Memorandum of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, 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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended Memorandum of Association will 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 Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended Memorandum of Association (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre- business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within 12 months (or 18 months if extended) from the closing of the Initial Public Offering (the “Combination 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 holders of the Founder Shares have agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Management’s Plan As of September 30, 2021, the Company had cash of $48,824 and a working capital deficiency of $500,562. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time. The Company has since completed its Initial Public Offering in November 2021 as described above, and in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” Risks and Uncertainties Management is currently evaluating 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 these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 7 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 financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include the information and footnotes required by US GAAP for annual financial statements. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on November 18, 2021. In the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2021 and its results of operations and cash flows for the period from March 2, 2021 (inception) through September 30, 2021. The results of operations for the period from March 2, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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 balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. 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. Deferred Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “ Expenses of Offering Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). At September 30, 2021, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. 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 enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Fair Value Measurement Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “ Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s balance sheet. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 7 Months Ended |
Sep. 30, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on November 12, 2021, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $200,000,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and one On November 12, 2021, the sale of additional 3,000,000 Units to the underwriters was consummated pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 7 Months Ended |
Sep. 30, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of the Private Placement Warrants allocating 8,125,000 warrants to the Sponsor and 875,000 warrants to the underwriter at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $9,000,000. On November 9, 2021, the underwriters exercised the over-allotment option. In connection with the exercise of the over-allotment option, the Sponsor and the underwriter purchased an additional 1,050,000 Private Placement Warrants, allocating 900,000 warrants to Sponsor and 150,000 warrants to the underwriter, at a purchase price of $1.00 per warrant for total gross proceeds of $1,050,000. A portion of the proceeds from the Private Placement Units 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 proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 7 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 8, 2021, the Sponsor purchased 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. In connection with the exercise of the underwriters’ overallotment option, these shares are no longer subject to forfeiture. On March 15, 2021, the Sponsor transferred 25,000 founder shares to a director and each of our director nominees, resulting in our sponsor holding 5,650,000 founder shares. At the date of transfer, the value of these shares was de minimis. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On March 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of November 12, 2021, the amounts outstanding under the Promissory Note were paid in full. On September 30, 2021, the outstanding balance pursuant to the promissory note was $175,000. Advances from Related Parties Affiliates of the Sponsor paid certain offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the period from March 2, 2021 (inception) through September 30, 2021, the related parties paid $55,141 of offering costs on behalf of the Company. As of September 30, 2021, there was $55,141 due to the related parties. The Company repaid the outstanding amount on November 12, 2021. Administrative Services Agreement Commencing on the date the Units are first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 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. Related Party Loans 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 (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of September 30, 2021, there were no amounts outstanding under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 7 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters paid a cash underwriting discount of $0.20 per Unit, or $4,100,000 upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,175,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On November 12, 2021, the sale of additional 3,000,000 Units to the underwriters was consummated pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 7 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7. Preferred Shares outstanding Class A Ordinary Shares issued Class B Ordinary Shares — issued Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of ordinary shares, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial Business Combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of Initial Public Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 7 Months Ended |
Sep. 30, 2021 | |
WARRANT LIABILITIES | |
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES As of September 30, 2021, there were no warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 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. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A ordinary share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30-day redemption period to each warrant holder ; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30- day trading period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders . If and when the Public warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares ; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and ● if, and only if, the last reported sale price of our Class A ordinary shares is less than $18.00 per Class A ordinary share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders . If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or holders of the Class B ordinary shares or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, holders of the Class B ordinary shares or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company will account for the 21,550,000 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 10,050,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a derivative liability. This derivative 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. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 7 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, other than as described in the notes to these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 7 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include the information and footnotes required by US GAAP for annual financial statements. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on November 18, 2021. In the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2021 and its results of operations and cash flows for the period from March 2, 2021 (inception) through September 30, 2021. The results of operations for the period from March 2, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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 balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
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. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “ Expenses of Offering |
Net Loss per Common Share | Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). At September 30, 2021, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
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 enumerated in ASC 480 “Distinguishing Liabilities from Equity”. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Fair Value Measurement |
Warrant Instruments | Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “ Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s balance sheet. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY (Details) | Nov. 12, 2021USD ($)$ / sharesshares | Nov. 09, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)itemshares |
Subsidiary, Sale of Stock [Line Items] | |||
Condition for future business combination, minimum number of businesses | item | 1 | ||
Cash held outside the Trust Account | $ 48,824 | ||
Threshold period to complete business combination from closing of public offering | 12 months | ||
Threshold period to complete business combination from closing of public offering, if opted to extend the period | 18 months | ||
Condition for future business combination use of proceeds, percentage | 80 | ||
Condition for future business combination threshold percentage of ownership | 50 | ||
Minimum net tangible assets upon consummation of business combination | $ 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) | 100.00% | ||
Redemption period upon closure | 10 days | ||
Maximum allowed dissolution expenses | $ 100,000 | ||
Working capital deficit | $ 500,562 | ||
Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 3,000,000 | ||
Cash held outside the Trust Account | $ 1,869,860 | ||
Payments for investment of cash in Trust Account | $ 233,450,000 | ||
Payments for investment of cash in Trust Account, per unit | $ / shares | $ 10.15 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 3,000,000 | ||
Underwriting fees | $ 4,100,000 | ||
Deferred underwriting fee payable | $ 7,175,000 | ||
Initial Public Offering | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 20,000,000 | ||
Gross Proceeds | $ 200,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Transaction Costs | $ 11,957,991 | ||
Underwriting fees | 4,100,000 | ||
Deferred underwriting fee payable | 7,175,000 | ||
Other offering costs | $ 682,991 | ||
Private Placement | Private Placement Warrants | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants | shares | 9,000,000 | ||
Price of warrant | $ / shares | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 9,000,000 | ||
Private Placement | Private Placement Warrants | Sponsor | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants | shares | 8,125,000 | ||
Private Placement | Private Placement Warrants | Underwriter | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants | shares | 875,000 | ||
Over-allotment option | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | shares | 3,000,000 | ||
Gross Proceeds | $ 30,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Over-allotment option | Private Placement Warrants | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants | shares | 1,050,000 | ||
Price of warrant | $ / shares | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 1,050,000 | ||
Over-allotment option | Private Placement Warrants | Sponsor | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants | shares | 900,000 | ||
Over-allotment option | Private Placement Warrants | Underwriter | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants | shares | 150,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2021 | Mar. 08, 2021 |
Cash equivalents | $ 0 | |
Deferred offering costs | 521,321 | |
Unrecognized tax benefits | 0 | |
Cash, FDIC insured amount | 250,000 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |
Class B Ordinary Shares | ||
Shares subject to forfeiture | 750,000 | 750,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Nov. 12, 2021 | Sep. 30, 2021 |
Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 3,000,000 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 3,000,000 | |
Initial Public Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 20,000,000 | |
Purchase price, per unit | $ 10 | |
Gross Proceeds | $ 200,000,000 | |
Initial Public Offering | Public Warrants | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 0.5 | |
Over-allotment option | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 3,000,000 | |
Purchase price, per unit | $ 10 | |
Gross Proceeds | $ 30,000,000 | |
Class A Ordinary Shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Ordinary shares, par value, (per share) | $ 0.0001 | |
Class A Ordinary Shares | Initial Public Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Ordinary shares, par value, (per share) | $ 0.0001 | |
Number of shares in a unit | 1 | |
Class A Ordinary Shares | Initial Public Offering | Public Warrants | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement Warrants - Subsequent Event - USD ($) | Nov. 12, 2021 | Nov. 09, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants | 1,050,000 | |
Price of warrants | $ 1 | |
Proceeds from sale of Private Placement Warrants | $ 1,050,000 | |
Exercise price of warrant | $ 1 | |
Over-allotment option | Sponsor | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants | 900,000 | |
Over-allotment option | Underwriter | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants | 150,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants | 9,000,000 | |
Price of warrants | $ 1 | |
Proceeds from sale of Private Placement Warrants | $ 9,000,000 | |
Private Placement | Sponsor | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants | 8,125,000 | |
Private Placement | Underwriter | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants | 875,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Mar. 15, 2021shares | Mar. 08, 2021USD ($)shares | Sep. 30, 2021D$ / sharesshares |
Class B Ordinary Shares | |||
Related Party Transaction [Line Items] | |||
Shares subject to forfeiture | 750,000 | 750,000 | |
Founder Shares | |||
Related Party Transaction [Line Items] | |||
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) | $ / shares | $ 12 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||
Founder Shares | Class B Ordinary Shares | |||
Related Party Transaction [Line Items] | |||
Shares subject to forfeiture | 750,000 | ||
Founder Shares | Sponsor | |||
Related Party Transaction [Line Items] | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||
Number of shares transferred to director and each of director nominees by sponsor | 25,000 | ||
Aggregate number of shares owned | 5,650,000 | ||
Founder Shares | Sponsor | Class B Ordinary Shares | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 5,750,000 | ||
Aggregate purchase price | $ | $ 25,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2021 | Mar. 08, 2021 |
Related Party Transaction [Line Items] | |||
Outstanding balance of related party note | $ 175,000 | $ 175,000 | |
Deferred offering costs paid by related party | 55,451 | ||
Related party advances | 55,141 | 55,141 | |
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 | 175,000 | 175,000 | |
Administrative Support Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | 10,000 | ||
Working Capital Loans | |||
Related Party Transaction [Line Items] | |||
Maximum loans convertible into warrants | $ 2,000,000 | $ 2,000,000 | |
Price of warrant | $ 1 | $ 1 | |
Outstanding working capital loans | $ 0 | $ 0 | |
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Deferred offering costs paid by related party | $ 55,141 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Nov. 12, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||
Maximum number of demands for registration of securities | item | 3 | |
Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Underwriting cash discount per unit | $ / shares | $ 10 | |
Aggregate underwriter cash discount | $ 30,000,000 | |
Number of units issued | shares | 3,000,000 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Underwriting option period | 45 days | |
Cash underwriting discount per unit | $ / shares | $ 0.20 | |
Underwriting fees | $ 4,100,000 | |
Deferred fee per unit | $ / shares | $ 0.35 | |
Deferred underwriting fee payable | $ 7,175,000 | |
Number of units issued | shares | 3,000,000 | |
Initial Public Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Underwriting fees | $ 4,100,000 | |
Deferred underwriting fee payable | $ 7,175,000 | |
Number of units issued | shares | 20,000,000 | |
Over-allotment option | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | shares | 3,000,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) | Sep. 30, 2021$ / sharesshares |
STOCKHOLDERS' EQUITY | |
Preferred shares, shares authorized | 5,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | 7 Months Ended | |
Sep. 30, 2021Vote$ / sharesshares | Mar. 08, 2021shares | |
Class A Ordinary Shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 500,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 0 | |
Common shares, shares outstanding (in shares) | 0 | |
Class B Ordinary Shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 50,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 5,750,000 | |
Common shares, shares outstanding (in shares) | 5,750,000 | |
Shares subject to forfeiture | 750,000 | 750,000 |
Common stock shares subject to forfeiture as percent of issued and outstanding shares | 20.00% | |
Ratio to be applied to the stock in the conversion | 20 | |
Conversion of Stock, Shares Issued | 1 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) | 7 Months Ended |
Sep. 30, 2021itemD$ / sharesshares | |
Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 0 |
Maximum period after business combination in which to file registration statement | 20 days |
Period of time within which registration statement is expected to become effective | 60 days |
Warrants | Initial Public Offering | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 21,550,000 |
Private Placement Warrants | Initial Public Offering | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 10,050,000 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 12 months |
Public Warrants expiration term | 5 years |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Trading period after business combination used to measure dilution of warrant | item | 20 |
Warrant exercise price adjustment multiple | 115 |
Warrant redemption price adjustment multiple | 180 |
Restrictions on transfer period of time after business combination completion | 30 days |
Public Warrants | Initial Public Offering | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 11,500,000 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 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 consecutive trading days for redemption of public warrants | D | 30 |
Redemption period | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 10 |
Warrant redemption condition minimum share price scenario two | 18 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Redemption period | 30 days |