Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | WORLD QUANTUM GROWTH ACQUISITION CORP. | |
Entity Central Index Key | 0001851174 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity File Number | 001-40728 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1588038 | |
Entity Address, Address Line One | PO Box 309 | |
Entity Address, Address Line Two | Ugland House | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-1104 | |
City Area Code | 345 | |
Local Phone Number | 949 8066 | |
Title of each class | Class A Ordinary Shares included as part of the units | |
Trading Symbol(s) | WQGA | |
Name of each exchange on which registered | NYSE | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,395,000 | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,098,750 | |
Units | ||
Document Information [Line Items] | ||
Title of each class | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol(s) | WQGA.U | |
Name of each exchange on which registered | NYSE | |
Redeemable Warrants | ||
Document Information [Line Items] | ||
Title of each class | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol(s) | WQGA WS | |
Name of each exchange on which registered | NYSE |
CONDENSED BALANCE SHEETS (UNAUD
CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 202,529 | $ 710,270 |
Prepaid expenses | 207,750 | 508,049 |
Total current assets | 410,279 | 1,218,319 |
Cash and marketable securities held in Trust Account | 207,248,719 | 206,018,890 |
Long-term prepaid expenses | 57,530 | |
Total Assets | 207,658,998 | 207,294,739 |
Current liabilities: | ||
Accounts payable and accrued expenses | 113,417 | 206,958 |
Due to related party | 60,000 | 46,774 |
Total current liabilities | 173,417 | 253,732 |
Warrant liability | 941,000 | 10,726,000 |
Deferred underwriting fee | 7,138,250 | 7,138,250 |
Total liabilities | 8,252,667 | 18,117,982 |
Commitments and Contingencies (See Note 6) | ||
Redeemable Ordinary Shares: | ||
Class A ordinary shares subject to possible redemption, 20,395,000 shares at redemption value | 207,248,719 | 205,989,500 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding | ||
Accumulated deficit | (7,842,898) | (16,813,253) |
Total shareholders' deficit | (7,842,388) | (16,812,743) |
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit | 207,658,998 | 207,294,739 |
Class B Ordinary Shares | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 510 | $ 510 |
CONDENSED BALANCE SHEETS (UNA_2
CONDENSED BALANCE SHEETS (UNAUDITED) (PARENTHETICAL) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary equity, shares subject to possible redemption | 20,395,000 | 20,395,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Temporary equity, shares subject to possible redemption | 20,395,000 | 20,395,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares, outstanding | 0 | 0 |
Temporary equity, shares outstanding | 20,395,000 | 20,395,000 |
Class B Ordinary Shares | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,098,750 | 5,098,750 |
Common stock, shares, outstanding | 5,098,750 | 5,098,750 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Formation and operating costs | $ 230,410 | $ 119,547 | $ 136,028 | $ 785,255 |
Loss from operations | (230,410) | (119,547) | (136,028) | (785,255) |
Other income (expense) | ||||
Interest income on marketable securities held in Trust Account | 1,043,396 | 9,561 | 9,561 | 1,229,829 |
Offering cost allocated to warrants | (1,004,805) | (1,004,805) | ||
Excess of fair value over cash received for private warrants | (4,740,175) | (4,740,175) | ||
Change in fair value of warrant liability | 2,070,000 | 16,954,800 | 16,954,800 | 9,785,000 |
Total other income (expense) | 3,113,396 | 11,219,381 | 11,219,381 | 11,014,829 |
Net income | 2,882,986 | 11,099,834 | 11,083,353 | 10,229,574 |
Class A Ordinary Shares | ||||
Other income (expense) | ||||
Net income | $ 2,306,389 | $ 7,584,166 | $ 5,522,599 | $ 8,183,659 |
Weighted average shares outstanding, Basic | 20,395,000 | 10,802,446 | 4,824,394 | 20,395,000 |
Weighted average shares outstanding, Diluted | 20,395,000 | 10,802,446 | 4,824,394 | 20,395,000 |
Basic net income per share | $ 0.11 | $ 0.70 | $ 1.14 | $ 0.40 |
Diluted net income per share | $ 0.11 | $ 0.70 | $ 1.14 | $ 0.40 |
Class B Ordinary Shares | ||||
Other income (expense) | ||||
Net income | $ 576,597 | $ 3,515,668 | $ 5,560,754 | $ 2,045,915 |
Weighted average shares outstanding, Basic | 5,098,750 | 5,007,514 | 4,857,725 | 5,098,750 |
Weighted average shares outstanding, Diluted | 5,098,750 | 5,007,514 | 4,857,725 | 5,098,750 |
Basic net income per share | $ 0.11 | $ 0.70 | $ 1.14 | $ 0.40 |
Diluted net income per share | $ 0.11 | $ 0.70 | $ 1.14 | $ 0.40 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Total | Class A Ordinary Shares | Class B Ordinary Shares | Ordinary Shares Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Mar. 08, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning Balance, Shares at Mar. 08, 2021 | 0 | |||||
Class B ordinary shares issued to Sponsor | 25,000 | $ 575 | 24,425 | |||
Class B Ordinary Shares Issued to Sponsor, Shares | 5,750,000 | |||||
Net income (loss) | (8,497) | (8,497) | ||||
Ending Balance at Mar. 31, 2021 | 16,503 | $ 575 | 24,425 | (8,497) | ||
Ending Balance, Shares at Mar. 31, 2021 | 5,750,000 | |||||
Beginning Balance at Mar. 08, 2021 | 0 | $ 0 | 0 | 0 | ||
Beginning Balance, Shares at Mar. 08, 2021 | 0 | |||||
Net income (loss) | 11,083,353 | $ 5,522,599 | $ 5,560,754 | |||
Ending Balance at Sep. 30, 2021 | (17,937,077) | $ 510 | (17,937,587) | |||
Ending Balance, Shares at Sep. 30, 2021 | 5,098,750 | |||||
Beginning Balance at Mar. 31, 2021 | 16,503 | $ 575 | 24,425 | (8,497) | ||
Beginning Balance, Shares at Mar. 31, 2021 | 5,750,000 | |||||
Net income (loss) | (7,984) | (7,984) | ||||
Ending Balance at Jun. 30, 2021 | 8,519 | $ 575 | 24,425 | (16,481) | ||
Ending Balance, Shares at Jun. 30, 2021 | 5,750,000 | |||||
Accretion of Class A ordinary shares subject to possible redemption | (29,045,430) | (24,490) | (29,020,940) | |||
Net income (loss) | 11,099,834 | 7,584,166 | 3,515,668 | 11,099,834 | ||
Forfeiture of Class B ordinary shares by Sponsor | $ (65) | $ 65 | ||||
Forfeiture of Class B ordinary shares by Sponsor, Shares | (651,250) | |||||
Ending Balance at Sep. 30, 2021 | (17,937,077) | $ 510 | (17,937,587) | |||
Ending Balance, Shares at Sep. 30, 2021 | 5,098,750 | |||||
Beginning Balance at Dec. 31, 2021 | (16,812,743) | $ 510 | (16,813,253) | |||
Beginning Balance, Shares at Dec. 31, 2021 | 5,098,750 | |||||
Net income (loss) | 4,722,097 | 4,722,097 | ||||
Ending Balance at Mar. 31, 2022 | (12,090,646) | $ 510 | (12,091,156) | |||
Ending Balance, Shares at Mar. 31, 2022 | 5,098,750 | |||||
Beginning Balance at Dec. 31, 2021 | (16,812,743) | $ 510 | (16,813,253) | |||
Beginning Balance, Shares at Dec. 31, 2021 | 5,098,750 | |||||
Accretion of Class A ordinary shares subject to possible redemption | (1,259,219) | |||||
Net income (loss) | 10,229,574 | 8,183,659 | 2,045,915 | |||
Ending Balance at Sep. 30, 2022 | (7,842,388) | $ 510 | (7,842,898) | |||
Ending Balance, Shares at Sep. 30, 2022 | 5,098,750 | |||||
Beginning Balance at Mar. 31, 2022 | (12,090,646) | $ 510 | (12,091,156) | |||
Beginning Balance, Shares at Mar. 31, 2022 | 5,098,750 | |||||
Accretion of Class A ordinary shares subject to possible redemption | (215,823) | (215,823) | ||||
Net income (loss) | 2,624,491 | 2,624,491 | ||||
Ending Balance at Jun. 30, 2022 | (9,681,978) | $ 510 | (9,682,488) | |||
Ending Balance, Shares at Jun. 30, 2022 | 5,098,750 | |||||
Accretion of Class A ordinary shares subject to possible redemption | (1,043,396) | (1,043,396) | ||||
Net income (loss) | 2,882,986 | $ 2,306,389 | $ 576,597 | 2,882,986 | ||
Ending Balance at Sep. 30, 2022 | $ (7,842,388) | $ 510 | $ (7,842,898) | |||
Ending Balance, Shares at Sep. 30, 2022 | 5,098,750 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||||
Net income | $ 11,083,353 | $ 10,229,574 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Formation cost paid by Sponsor in exchange for issuance of Class B ordinary shares | 7,060 | |||
Allocation of offering costs to warrant expense | $ 1,004,805 | 1,004,805 | ||
Interest earned on cash and marketable securities held in Trust Account | $ (1,043,396) | (9,561) | (9,561) | (1,229,829) |
Fair value in excess of cash received for private warrants | 4,740,175 | 4,740,175 | ||
Change in fair value of warrant liabilities | (16,954,800) | (9,785,000) | ||
Changes in current assets and liabilities: | ||||
Prepaid expenses | (380,555) | 357,829 | ||
Other assets | (310,017) | |||
Accounts payable and accrued expenses | 26,297 | (93,541) | ||
Due to related party | 16,774 | 13,226 | ||
Net cash used in operating activities | (776,469) | (507,741) | ||
Cash flows from investing activities: | ||||
Investment in Trust Account | (205,989,500) | |||
Net cash used by investing activities | (205,989,500) | |||
Cash flows from financing activities: | ||||
Proceeds from initial public offering, net of underwriting discount | 199,871,000 | |||
Proceeds from private placement | 8,618,500 | |||
Proceeds from issuance of promissory note to related party | 300,000 | |||
Payment of promissory note | (300,000) | |||
Payment of deferred offering costs | (290,102) | |||
Net cash provided by financing activities | 208,199,398 | |||
Net change in cash | 1,433,429 | (507,741) | ||
Cash, beginning of the period | 710,270 | |||
Cash, end of the period | 202,529 | 1,433,429 | 1,433,429 | 202,529 |
Supplemental disclosure of cash flow information: | ||||
Accretion of Class A ordinary shares subject to possible redemption | $ 1,043,396 | $ 29,045,430 | $ 1,259,219 | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 17,940 | |||
Deferred UW commission liability charged to accumulated deficit | 7,138,250 | |||
Accrued offering costs | $ 679,318 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations World Quantum Growth Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on March 9, 2021 As of September 30 September 30 and identifying a target company for a Business Combination The Company’s sponsor is World Quantum Growth Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2021 (the “Effective Date”). On August 13, 2021, the Company consummated the initial public offering (the “Initial Public Offering” or “IPO”) of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit generating gross proceeds of $200,000,000, Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 8,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Sponsor (the “Private Placement”), generating gross proceeds to the Company of $8,500,000, which is described in Note 4. Simultaneously with the closing of the Over-Allotment, the Company consummated the Private Placement of an aggregate of 118,500 additional Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $118,500. Upon closing of the IPO, the Private Placement, and the sale of the Over-Allotment Units, a total of $205,989,500 ($10.10 per Unit) was placed in a trust account, with Continental Stock Transfer & Trust Company acting as trustee. Transaction costs amounted to $12,200,293, consisting of $4,079,000 of underwriting fees, $7,138,250 of deferred underwriting fees (see Note 6), and $983,043 of other offering costs. Of the total transaction costs, $1,004,805 were allocated to expense associated with the warrant liability. In addition, the Sponsor agreed to forfeit up to 750,000 Class B ordinary shares, par value $0.0001, to the extent that the over-allotment option was not exercised in full by the underwriter. On August 25, 2021, the underwriter partially exercised the over-allotment option to purchase the Over-Allotment Units and on August 27, 2021, the Company completed the sale of the Over-Allotment Units to the underwriter. On September 24, 2021, the over-allotment option expired, and the Sponsor forfeited 651,250 Class B ordinary shares for no consideration (see Note 5). Following the closing of the IPO on August 13, 2021, an amount of $202,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s Public Shareholders, until the earlier of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the Public Shares if the Company has not consummated the initial Business Combination within 18 months from the closing of the Initial Public Offering, subject to applicable law. The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Public Shareholders will be entitled to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of the then-outstanding Public Shares, subject to the limitations described herein. The Company has only 18 months from the closing of the Initial Public Offering (the “Combination Period”) to complete the initial Business Combination. If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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 on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), 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 each member of the management team have entered into an agreement with the Company pursuant to which they have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares (the “Founder Shares”), (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm),or a prospective target business with which the Company has entered into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay its tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources The Company’s liquidity needs prior to the closing of the IPO on August 13, 2021, were satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 5). The promissory note from the Sponsor was paid in full on August 13, 2021. Upon closing of the IPO on August 13, 2021, the Company had approximately $2.3 million in its operating bank account and working capital of approximately $1.5 million from the portion of the proceeds received and not held in the trust account. As of September 30 202,529 236,862 In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of September 30 Going Concern The Company anticipates that the $202,529 outside of the Trust Account as of September time , the Company will be using the funds identifying and evaluating prospective candidates, performing due diligence on prospective target businesses, , selecting the target business to acquire and structuring, negotiating and consummating the The Company can raise additional capital through Working Capital Loans from the initial shareholders, certain of the Company’s officers, and directors (see Note 5), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company has until February 13, 2023 (unless an amendment to such date is approved in accordance with the amended and restated memorandum and articles of association) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination issuance of these financial statements. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after February 13, 2023 . Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — 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 interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of 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 complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The interim results for the three and nine September 30 Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 statement 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 management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting e s t im a t e s inc l uded in this financial statement is the determination o f the fair v a lue of the warrant lia b ility. Cash and Cash Equivalents As of September 30, 2022 and December 31, 2021, the Company had $202,529 and $710,270 in cash. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company cash equivalents as of , 2021. Cash and Marketable Securities Held in Trust Account At September 30 with a maturity of 185 days or less and September 30 The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned . Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. 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”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the Public Offering . Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to temporary equity upon the completion of the Initial Public Offering . Transaction costs amounted to $12,200,293 Class A Ordinary Shares Subject to Possible Redemption All of the 20,395,000 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 sh are The Class A ordinary shares are As of September 30 , 2022 and December 31 ordinary shares Gross proceeds from IPO $ 203,950,000 Less: Proceeds allocated to public warrants (15,806,125 ) Class A ordinary share issuance costs (11,269,488 ) Plus: Accretion of carrying value to redemption value 29,115,113 Class A ordinary shares subject to redemption , December 31, 2021 205,989,500 Plus: Accretion of carrying value to redemption value 1,259,219 Class A ordinary shares subject to redemption, September 30, 2022 $ 207,248,719 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30 , 2022 and December 31 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares ordinary shares ordinary shares September 30 , 2022 ordinary ordinary The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares: For the three months ended September 30, 2022 For the three months ended September 30, 2021 For the nine months ended September 30, 2022 For the period from March 9, 2021 ( Inception) To September 30 , 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income Numerator: Allocation of net income $ 2,306,389 $ 576,597 $ 7,584,166 $ 3,515,668 $ 8,183,659 $ 2,045,915 $ 5,522,599 $ 5,560,754 Denominator: Weighted-average shares outstanding 20,395,000 5,098,750 10,802,446 5,007,514 20,395,000 5,098,750 4,824,394 4,857,725 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.70 $ 0.70 $ 0.40 $ 0.40 $ 1.14 $ 1.14 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Public Units On August 13, 2021, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one Class A ordinary share, and one-half of one warrant to purchase one Class A ordinary share (the “Public Warrants”). The Company paid an underwriting fee at the closing of the IPO of $4,000,000. As of August 13, 2021, an additional fee of $7,000,000 (see Note 6) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account. The Company granted the underwriter of the IPO a 45-day option to purchase up to an additional 3,000,000 units at the IPO price to cover over-allotments, if any. On August 27, 2021, the Company completed the sale of a portion of the Over-Allotment Units to the underwriter (the “Over-Allotment”), generating an aggregate of gross proceeds of $3,950,000, incurred $79,000 in cash underwriting fees, and additional $138,250 deferred underwriters’ fee arising from the sale of Overallotment Units. Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20-trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, 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 warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares 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 with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable , . 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 in Note 4 with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-division, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading-day period ending three trading days before 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: • in whole and not in part; • at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; and • if, and only if, closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share ( ) for any 20 trading days within the 30-trading-day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10 - trading - day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary share per warrant (subject to adjustment). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,500,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,500,000. Simultaneously with the closing of the Over-Allotment on August 27, 2021, the Company consummated the private sale of an aggregate of 118,500 private warrants at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $118,500. Upon closing of the IPO, the Private Placement, and the sale of the Over-Allotment Units, a total of $205,989,500 ($10.10 per Unit) was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor, members of the Sponsor or their permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On March 15, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001. On July 22, 2021, the Company effected a share surrender resulting in its Sponsor surrendering 2,875,000 Class B ordinary shares. As a result of such share surrender, the Company’s initial shareholders held 5,750,000 Class B ordinary shares, 750,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On August 27, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 395,000 Units, and forfeited the remainder of the option when it expired. Accordingly, on September 24, 2021, the Sponsor surrendered to the Company for cancellation, 651,250 Class B ordinary shares, resulting in the initial shareholders holding an aggregate of 5,098,750 Class B ordinary shares, and none subject to forfeiture. The Company’s initial shareholders have agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination, (A) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Due to Related Party The Company agreed, commencing on the date the securities of the Company were first listed on the New York Stock Exchange (“NYSE”) (the “Listing Date”), to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of September 30 60,000 and nine September 30 and $90,000, respectively, Promissory Note — Related Party The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. Prior to the IPO, the Company had borrowed $300,000 under the promissory note and was fully repaid on August 13, 2021 from the proceeds of the IPO not held in the Trust Account. At September 30 , 2022 and December 31 , 2021, the promissory note is no longer available to be drawn upon. Working Capital Loans In order to finance transaction costs in connection with an intended initial 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”). If the Company completes the initial Business Combination, the Company will September 30 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying such Private Placement Warrants, and Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on August 13, 2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements . Underwriting Agreement The underwriter is entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $7,138,250, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Note 7 — Shareholders’ Deficit Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares with par value of $0.0001 each . At September 30 , 2022 and December 31, 2021, there were no preference shares issued and outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares with par value of $0.0001 each. At September 30 , 2022 and December 31, 2021, there were no shares issued or outstanding, excluding 20,395,000 shares subject to possible redemption , respectively . Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. At September 30 , 2022 and December 31, 2021, there are 5,098,750 issued and outstanding , respectively . The Class B ordinary shares will automatically convert into Class A ordinary shares, which Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one . With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2022 Level 1 Level 2 Level 3 Liabilities: Public Warrants $ 510,000 $ 510 ,000 $ — $ — Private Placement Warrants 431,000 — 431,000 — $ 941,000 $ 510 ,000 $ 431,000 $ — December 31, 2021 Level 1 Level 2 Level 3 Liabilities: Public Warrants $ 5,813,000 $ 5,813,000 $ — $ — Private Placement Warrants 4,913,000 — 4,913,000 — $ 10,726,000 $ 5,813,000 $ 4,913,000 $ — The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis. The Company established the initial fair value of the Public Warrants and Private Placement Warrants on August 13, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. classified as Level 3 at the initial measurement date . At September 30 , 2022 and December 31, 2021, the Company used the quoted price on the NYSE to establish the fair value of the Public Warrants and the quoted price on the NYSE for similar assets (the Public Warrants) to establish the fair value of the Private Placement Warrants. For subsequent remeasurement, the Public Warrants are classified as Level 1 due to the use of observable inputs and the Private Placement Warrants are classified as Level 2 due to the use of observable inputs for similar assets . The key inputs into the Monte Carlo simulation model were as follows: Input Initial Measurement Risk-free interest rate 0.91 % Expected term remaining (years) 5.0 Expected term until merger (years) 0.38 Estimated probability of successful merger 95.0 % Expected volatility 29.0 % Implied Share price $ 9.18 Exercise price $ 11.50 The following table presents the changes in the fair value of Level 3 Warrant Liabilities for the period from March 9, 2021 (inception) through December 31, 2021: Fair value of Level 3 Warrant Liabilities as of March 9, 2021 (inception) $ — Initial measurement of warrants 29,164,800 Change in fair value (18,438,800 ) Transfer Public Warrants from Level 3 to Level 1 on December 31, 2021 (5,813,000 ) Transfer Private Placement Warrants from Level 3 to Level 2 on December 31, 2021 (4,913,000 ) Fair value of Level 3 Warrant Liabilities as of December 31, 2021 $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. During the quarter ended December 31, 2021, the Public Warrants were actively trading on the NYSE. As such, the Public Warrants were transferred from Level 3 to Level 1 to recognize changes in fair value based on quoted prices in the active market. As the terms of the Private Placement Warrants are virtually identical to the Public Warrants, the Private Placement Warrants were transferred from Level 3 to Level 2 to recognize changes in fair value based on quoted prices of similar or identical assets in the active market. As of September 30, 2022 and December 31, 2021, the market price of the Public Warrants on the NYSE was $0.05 and $0.57 per warrant, respectively. The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on and December 31, 2021 Carrying Value as of September 30 , 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, 2022 U.S. Treasury Securities 207,248,719 — — 207,248,719 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 Cash $ 93 $ — $ — $ 93 U.S. Treasury Securities 206,018,797 1,975 — 206,020,772 $ 206,018,890 $ 1,975 $ — $ 206,020,865 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
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 interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of 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 complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The interim results for the three and nine September 30 |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 statement 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 management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting e s t im a t e s inc l uded in this financial statement is the determination o f the fair v a lue of the warrant lia b ility. |
Cash and Cash Equivalents | Cash and Cash Equivalents As of September 30, 2022 and December 31, 2021, the Company had $202,529 and $710,270 in cash. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company cash equivalents as of , 2021. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At September 30 with a maturity of 185 days or less and September 30 The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned . |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
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”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the Public Offering . Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to temporary equity upon the completion of the Initial Public Offering . Transaction costs amounted to $12,200,293 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 20,395,000 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 sh are The Class A ordinary shares are As of September 30 , 2022 and December 31 ordinary shares Gross proceeds from IPO $ 203,950,000 Less: Proceeds allocated to public warrants (15,806,125 ) Class A ordinary share issuance costs (11,269,488 ) Plus: Accretion of carrying value to redemption value 29,115,113 Class A ordinary shares subject to redemption , December 31, 2021 205,989,500 Plus: Accretion of carrying value to redemption value 1,259,219 Class A ordinary shares subject to redemption, September 30, 2022 $ 207,248,719 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30 , 2022 and December 31 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Income per Ordinary Share | Net Income per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares ordinary shares ordinary shares September 30 , 2022 ordinary ordinary The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares: For the three months ended September 30, 2022 For the three months ended September 30, 2021 For the nine months ended September 30, 2022 For the period from March 9, 2021 ( Inception) To September 30 , 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income Numerator: Allocation of net income $ 2,306,389 $ 576,597 $ 7,584,166 $ 3,515,668 $ 8,183,659 $ 2,045,915 $ 5,522,599 $ 5,560,754 Denominator: Weighted-average shares outstanding 20,395,000 5,098,750 10,802,446 5,007,514 20,395,000 5,098,750 4,824,394 4,857,725 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.70 $ 0.70 $ 0.40 $ 0.40 $ 1.14 $ 1.14 |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Ordinary Shares Reflected on Balance Sheet are Reconciled | As of September 30 , 2022 and December 31 ordinary shares Gross proceeds from IPO $ 203,950,000 Less: Proceeds allocated to public warrants (15,806,125 ) Class A ordinary share issuance costs (11,269,488 ) Plus: Accretion of carrying value to redemption value 29,115,113 Class A ordinary shares subject to redemption , December 31, 2021 205,989,500 Plus: Accretion of carrying value to redemption value 1,259,219 Class A ordinary shares subject to redemption, September 30, 2022 $ 207,248,719 |
Summary of Reconciliation of Numerator and Denominator used to Compute Basic and Diluted Net Income Per Ordinary Share | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares: For the three months ended September 30, 2022 For the three months ended September 30, 2021 For the nine months ended September 30, 2022 For the period from March 9, 2021 ( Inception) To September 30 , 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income Numerator: Allocation of net income $ 2,306,389 $ 576,597 $ 7,584,166 $ 3,515,668 $ 8,183,659 $ 2,045,915 $ 5,522,599 $ 5,560,754 Denominator: Weighted-average shares outstanding 20,395,000 5,098,750 10,802,446 5,007,514 20,395,000 5,098,750 4,824,394 4,857,725 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.70 $ 0.70 $ 0.40 $ 0.40 $ 1.14 $ 1.14 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2022 Level 1 Level 2 Level 3 Liabilities: Public Warrants $ 510,000 $ 510 ,000 $ — $ — Private Placement Warrants 431,000 — 431,000 — $ 941,000 $ 510 ,000 $ 431,000 $ — December 31, 2021 Level 1 Level 2 Level 3 Liabilities: Public Warrants $ 5,813,000 $ 5,813,000 $ — $ — Private Placement Warrants 4,913,000 — 4,913,000 — $ 10,726,000 $ 5,813,000 $ 4,913,000 $ — |
Summary of Key Inputs into Monte Carlo Simulation Model | The key inputs into the Monte Carlo simulation model were as follows: Input Initial Measurement Risk-free interest rate 0.91 % Expected term remaining (years) 5.0 Expected term until merger (years) 0.38 Estimated probability of successful merger 95.0 % Expected volatility 29.0 % Implied Share price $ 9.18 Exercise price $ 11.50 |
Summary of Changes in Fair Value of Level 3 Warrant Liabilities | The following table presents the changes in the fair value of Level 3 Warrant Liabilities for the period from March 9, 2021 (inception) through December 31, 2021: Fair value of Level 3 Warrant Liabilities as of March 9, 2021 (inception) $ — Initial measurement of warrants 29,164,800 Change in fair value (18,438,800 ) Transfer Public Warrants from Level 3 to Level 1 on December 31, 2021 (5,813,000 ) Transfer Private Placement Warrants from Level 3 to Level 2 on December 31, 2021 (4,913,000 ) Fair value of Level 3 Warrant Liabilities as of December 31, 2021 $ — |
Summary of Carrying Value, Excluding Gross Unrealized Holding Loss and Fair Value of Held To Maturity Securities | The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on and December 31, 2021 Carrying Value as of September 30 , 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, 2022 U.S. Treasury Securities 207,248,719 — — 207,248,719 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 Cash $ 93 $ — $ — $ 93 U.S. Treasury Securities 206,018,797 1,975 — 206,020,772 $ 206,018,890 $ 1,975 $ — $ 206,020,865 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||||
Sep. 24, 2021 | Aug. 27, 2021 | Aug. 25, 2021 | Aug. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Organization And Business Operations [Line Items] | |||||||
Date of incorporation | Mar. 09, 2021 | ||||||
Gross proceeds | $ 199,871,000 | ||||||
Amount placed in a trust account | $ 205,989,500 | $ 202,000,000 | $ 207,248,719 | $ 206,018,890 | |||
Unit price per share | $ 10.10 | $ 10.10 | $ 10.10 | ||||
Transaction costs | $ 12,200,293 | ||||||
Underwriting fees | 4,079,000 | ||||||
Deferred underwriting fee | 7,138,250 | 7,138,250 | |||||
Other offering costs | 983,043 | ||||||
Transaction costs allocated to expense associated with the warrant liability | $ 1,004,805 | ||||||
U.S. government treasury obligations maturity period | 185 days | ||||||
Business combination, redeem percentage of public shares | 100% | 100% | |||||
Business combination, redeem period of public shares | 18 months | ||||||
Number of business days to calculate Trust Account prior to consummation of initial Business Combination | 2 days | ||||||
Number of business days thereafter | 10 days | ||||||
Interest to pay dissolution expenses | $ 100,000 | ||||||
Capital contribution | $ 25,000 | ||||||
Loan under an unsecured promissory note | 300,000 | ||||||
Operating bank account | 2,300,000 | 202,529 | 710,270 | ||||
Working capital | $ 1,500,000 | 236,862 | $ 964,587 | ||||
Anticipated amount outside of trust account | $ 202,529 | ||||||
Class B Ordinary Shares | |||||||
Organization And Business Operations [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Sponsor | Class B Ordinary Shares | |||||||
Organization And Business Operations [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
Shares forfeited | 651,250 | ||||||
Shares forfeited, consideration | $ 0 | ||||||
Maximum | Sponsor | Class B Ordinary Shares | |||||||
Organization And Business Operations [Line Items] | |||||||
Number of shares to be forfeited if over allotment option is not exercised | 750,000 | ||||||
IPO | |||||||
Organization And Business Operations [Line Items] | |||||||
Sale of stock in units | 20,000,000 | ||||||
Price per unit | $ 10 | ||||||
Gross proceeds | $ 200,000,000 | ||||||
Unit price per share | $ 10 | ||||||
Deferred underwriting fee | $ 7,000,000 | ||||||
Over Allotment Option | |||||||
Organization And Business Operations [Line Items] | |||||||
Sale of stock in units | 395,000 | ||||||
Gross proceeds | $ 3,950,000 | ||||||
Cash underwriting fees | 79,000 | ||||||
Deferred underwriting fee | $ 138,250 | ||||||
Over Allotment Option | Maximum | |||||||
Organization And Business Operations [Line Items] | |||||||
Option to purchase additional units | 3,000,000 | ||||||
Private Placement | Sponsor | |||||||
Organization And Business Operations [Line Items] | |||||||
Gross proceeds | $ 118,500 | $ 8,500,000 | |||||
Private Placement | Sponsor | Warrants | |||||||
Organization And Business Operations [Line Items] | |||||||
Sale of stock in units | 118,500 | 8,500,000 | |||||
Price per unit | $ 1 | $ 1 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | 10 Months Ended | 19 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Significant Accounting Policies [Line Items] | |||
Cash | $ 202,529 | $ 710,270 | $ 202,529 |
Cash equivalents | 0 | 0 | 0 |
Assets held in Trust Account | 207,248,719 | 206,018,890 | 207,248,719 |
Withdrawal of interest income from the trust account | 0 | ||
Federal depository insurance coverage threshold amount | 250,000 | $ 250,000 | |
Loss on financial instruments | 0 | $ 0 | |
Transaction costs | 12,200,293 | ||
Transaction costs allocated to expense associated with the warrant liability | $ 1,004,805 | ||
Common stock shares subject to possible redemption | 20,395,000 | 20,395,000 | 20,395,000 |
Dissolution expense | $ 100,000 | ||
Unrecognized tax benefits | 0 | $ 0 | $ 0 |
Unrecognized tax benefits, penalties and interest accrued | 0 | $ 0 | $ 0 |
Income tax provision (benefit) | $ 0 | ||
Public Warrants | |||
Significant Accounting Policies [Line Items] | |||
Shares excluded from diluted earnings per share | 10,197,500 | ||
Private Placement Warrants | |||
Significant Accounting Policies [Line Items] | |||
Shares excluded from diluted earnings per share | 8,618,500 | ||
Class A Ordinary Shares | |||
Significant Accounting Policies [Line Items] | |||
Common stock shares subject to possible redemption | 20,395,000 | 20,395,000 | 20,395,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Ordinary Shares Reflected on Balance Sheet are Reconciled (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Gross proceeds from IPO | $ 203,950,000 | |
Proceeds allocated to public warrants | (15,806,125) | |
Class A ordinary share issuance costs | (11,269,488) | |
Accretion of carrying value to redemption value | $ 1,259,219 | 29,115,113 |
Class A ordinary shares subject to redemption | $ 207,248,719 | $ 205,989,500 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Reconciliation of Numerator and Denominator used to Compute Basic and Diluted Net Income Per Ordinary Share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Numerator: | ||||||||
Allocation of net income | $ (8,497) | $ 2,882,986 | $ 2,624,491 | $ 4,722,097 | $ 11,099,834 | $ (7,984) | $ 11,083,353 | $ 10,229,574 |
Class A Ordinary Shares | ||||||||
Numerator: | ||||||||
Allocation of net income | $ 2,306,389 | $ 7,584,166 | $ 5,522,599 | $ 8,183,659 | ||||
Denominator: | ||||||||
Weighted average shares outstanding, Basic | 20,395,000 | 10,802,446 | 4,824,394 | 20,395,000 | ||||
Weighted average shares outstanding, Diluted | 20,395,000 | 10,802,446 | 4,824,394 | 20,395,000 | ||||
Basic net income per share | $ 0.11 | $ 0.70 | $ 1.14 | $ 0.40 | ||||
Diluted net income per share | $ 0.11 | $ 0.70 | $ 1.14 | $ 0.40 | ||||
Class B Ordinary Shares | ||||||||
Numerator: | ||||||||
Allocation of net income | $ 576,597 | $ 3,515,668 | $ 5,560,754 | $ 2,045,915 | ||||
Denominator: | ||||||||
Weighted average shares outstanding, Basic | 5,098,750 | 5,007,514 | 4,857,725 | 5,098,750 | ||||
Weighted average shares outstanding, Diluted | 5,098,750 | 5,007,514 | 4,857,725 | 5,098,750 | ||||
Basic net income per share | $ 0.11 | $ 0.70 | $ 1.14 | $ 0.40 | ||||
Diluted net income per share | $ 0.11 | $ 0.70 | $ 1.14 | $ 0.40 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 7 Months Ended | 9 Months Ended | |||
Aug. 27, 2021 | Aug. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||||
Unit price per share | $ 10.10 | $ 10.10 | $ 10.10 | ||
Proceeds from initial public offering, net of underwriting discount | $ 199,871,000 | ||||
Sale of stock description of transaction | Each Unit consists of one Class A ordinary share, and one-half of one warrant to purchase one Class A ordinary share (the “Public Warrants”). | ||||
Deferred underwriting fee | $ 7,138,250 | $ 7,138,250 | |||
Percentage of equity proceeds | 60% | ||||
Number of trading days weighted average trading price | 20 days | ||||
Maximum price of newly issued stock to cause adjustment of exercise warrant price | $ 9.20 | ||||
Percentage of warrant exercise price adjusted to price received in new issuance | 115% | ||||
Redemption trigger price per share | $ 10 | ||||
Redemption of trigger price adjusted to new issuance per share | $ 18 | ||||
Percentage of higher of market value and newly issued price | 180% | ||||
Class A Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Number of shares issuable upon conversion of each warrant | 1 | ||||
Exercise price of warrant | $ 11.50 | ||||
Maximum effective issue price | $ 9.20 | ||||
Fair market value warrant period | 10 days | ||||
Redemption feature for minimum share per warrant | 0.361 | ||||
Class A Ordinary Share Equals or Exceeds $18.00 per Share | |||||
Class Of Stock [Line Items] | |||||
Redemption price per warrant | $ 0.01 | ||||
Number of days for written notice of redemption | 30 days | ||||
Minimum sale price of common stock specified to send notice of redemption to the warrant holders | $ 18 | ||||
Class A Ordinary Share Equals or Exceeds $10.00 per Share | |||||
Class Of Stock [Line Items] | |||||
Redemption price per warrant | $ 0.10 | ||||
Number of days for written notice of redemption | 30 days | ||||
Minimum sale price of common stock specified to send notice of redemption to the warrant holders | $ 10 | ||||
IPO | |||||
Class Of Stock [Line Items] | |||||
Shares issued in initial public offering | 20,000,000 | ||||
Unit price per share | $ 10 | ||||
Proceeds from initial public offering, net of underwriting discount | $ 200,000,000 | ||||
Payments for underwriting fee | 4,000,000 | ||||
Deferred underwriting fee | 7,000,000 | ||||
Warrants exercise period of initial public offering | 12 months | ||||
Warrants exercise period of business combination | 30 days | ||||
Warrants, expiration period | 5 years | ||||
Over Allotment Option | |||||
Class Of Stock [Line Items] | |||||
Deferred underwriting fee | $ 138,250 | ||||
Gross proceeds | $ 3,950,000 | ||||
Cash underwriting fees | $ 79,000 | ||||
Over Allotment Option | Maximum | |||||
Class Of Stock [Line Items] | |||||
Option to purchase additional units | 3,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | Aug. 27, 2021 | Aug. 13, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Private Placement [Line Items] | ||||
Amount placed in a trust account | $ 205,989,500 | $ 202,000,000 | $ 207,248,719 | $ 206,018,890 |
Unit price per share | $ 10.10 | $ 10.10 | $ 10.10 | |
Private Placement | Sponsor | ||||
Private Placement [Line Items] | ||||
Proceeds from issuance of warrants | $ 118,500 | $ 8,500,000 | ||
Private Placement | Warrants | Sponsor | ||||
Private Placement [Line Items] | ||||
Number of warrants purchased | 118,500 | 8,500,000 | ||
Warrants purchase price per share | $ 1 | $ 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||||||
Sep. 24, 2021 | Aug. 27, 2021 | Aug. 13, 2021 | Jul. 22, 2021 | Mar. 15, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||||
Class B ordinary shares issued to Sponsor | $ 25,000 | |||||||||
Unit price per share | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 | ||||||
Total due to sponsor | $ 60,000 | $ 60,000 | $ 46,774 | |||||||
Related party transaction, borrowing fully repaid | $ 300,000 | |||||||||
Note convertible price | $ 1 | $ 1 | ||||||||
Working capital loans outstanding | $ 0 | $ 0 | 0 | |||||||
Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from related party | 30,000 | 90,000 | ||||||||
Fees | 16,774 | $ 16,774 | ||||||||
Total due to sponsor | 60,000 | 60,000 | $ 46,774 | |||||||
Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working capital loans | 1,500,000 | 1,500,000 | ||||||||
Maximum | Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, agreed loan amount | $ 300,000 | 300,000 | ||||||||
Maximum | Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment made to sponsor | $ 10,000 | |||||||||
Class B Ordinary Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Shares held by initial shareholders | 5,098,750 | 5,098,750 | 5,098,750 | |||||||
Class B Ordinary Shares | Founder Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class B ordinary shares issued to Sponsor | $ 25,000 | |||||||||
Unit price per share | $ 0.003 | |||||||||
Class B Ordinary Shares Issued to Sponsor, Shares | 8,625,000 | |||||||||
Common stock, par value | $ 0.0001 | |||||||||
Ordinary shares, sponsor surrendering | 2,875,000 | |||||||||
Shares held by initial shareholders | 5,098,750 | 5,750,000 | ||||||||
Shares forfeited | 651,250 | 750,000 | ||||||||
Class B Ordinary Shares | Founder Shares | Over Allotment Option | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class B Ordinary Shares Issued to Sponsor, Shares | 395,000 | |||||||||
Class A Ordinary Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Shares held by initial shareholders | 0 | 0 | 0 | |||||||
Price per unit | $ 12 | $ 12 | ||||||||
Sale of common stock per share trading days | 20 days | |||||||||
Trading day period | 30 days | |||||||||
Initial business combination period | 150 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Sep. 30, 2022 USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Deferred underwriting discount percentage | 3.50% |
Deferred underwriting fee held in trust account | $ 7,138,250 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - $ / shares | 9 Months Ended | ||||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 24, 2021 | Jul. 22, 2021 | Mar. 15, 2021 | |
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock shares subject to possible redemption | 20,395,000 | 20,395,000 | |||
Conversion of stock description | The Class B ordinary shares will automatically convert into Class A ordinary shares, which Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. | ||||
Founder Shares | |||||
Class Of Stock [Line Items] | |||||
Percentage of issued and outstanding ordinary shares | 20% | ||||
Class A Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 0 | 0 | |||
Common stock, shares, outstanding | 0 | 0 | |||
Common stock shares subject to possible redemption | 20,395,000 | 20,395,000 | |||
Class B Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 5,098,750 | 5,098,750 | |||
Common stock, shares, outstanding | 5,098,750 | 5,098,750 | |||
Class B Ordinary Shares | Founder Shares | |||||
Class Of Stock [Line Items] | |||||
Common stock, par value | $ 0.0001 | ||||
Common stock, shares, outstanding | 5,098,750 | 5,750,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants Liabilities | $ 941,000 | $ 10,726,000 |
Fair Value Measurements on Recurring Basis | Warrants | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants Liabilities | 941,000 | 10,726,000 |
Fair Value Measurements on Recurring Basis | Public | Warrants | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants Liabilities | 510,000 | 5,813,000 |
Fair Value Measurements on Recurring Basis | Private Placement | Warrants | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants Liabilities | 431,000 | 4,913,000 |
Fair Value Measurements on Recurring Basis | Level 1 | Warrants | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants Liabilities | 510,000 | 5,813,000 |
Fair Value Measurements on Recurring Basis | Level 1 | Public | Warrants | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants Liabilities | 510,000 | 5,813,000 |
Fair Value Measurements on Recurring Basis | Level 2 | Warrants | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants Liabilities | 431,000 | 4,913,000 |
Fair Value Measurements on Recurring Basis | Level 2 | Private Placement | Warrants | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants Liabilities | $ 431,000 | $ 4,913,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Key Inputs into Monte Carlo Simulation Model (Details) - Fair Value Measurements on Recurring Basis - Level 3 | Sep. 30, 2022 | Dec. 31, 2021 |
Risk-Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0091 | 0.0091 |
Expected term remaining (years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, expiration period | 5 years | 5 years |
Expected term until merger (years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, expiration period | 4 months 17 days | 4 months 17 days |
Estimated Probability of Successful Merger | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.950 | 0.950 |
Expected Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.290 | 0.290 |
Implied Share Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0918 | 0.0918 |
Exercise Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 11.50 | 11.50 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Warrant Liabilities (Details) - Level 3 | 10 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Initial measurement of warrants | $ 29,164,800 |
Change in fair value | (18,438,800) |
Public | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Transfer Public Warrants from Level 3 to Level 1 on December 31, 2021 | (5,813,000) |
Private Placement | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Transfer Public Warrants from Level 3 to Level 1 on December 31, 2021 | $ (4,913,000) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Public | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market price per warrant | $ 0.05 | $ 0.57 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Carrying Value, Excluding Gross Unrealized Holding Loss and Fair Value of Held To Maturity Securities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Carrying Value | $ 206,018,890 | |
Gross Unrealized Gains | 1,975 | |
Fair Value | 206,020,865 | |
Cash [Member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Carrying Value | 93 | |
Fair Value | 93 | |
U.S. Treasury Securities | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Carrying Value | $ 207,248,719 | 206,018,797 |
Gross Unrealized Gains | 1,975 | |
Fair Value | $ 207,248,719 | $ 206,020,772 |