Cover
Cover | 6 Months Ended |
Jun. 30, 2022 shares | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Jun. 30, 2022 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-40910 |
Entity Registrant Name | FOUNDER SPAC |
Entity Central Index Key | 0001862068 |
Entity Tax Identification Number | 00-0000000 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 11752 Lake Potomac Drive |
Entity Address, City or Town | Potomac |
Entity Address, State or Province | MD |
Entity Address, Postal Zip Code | 20854 |
City Area Code | (240) |
Local Phone Number | 418-2649 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Entity Shell Company | true |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
Trading Symbol | FOUNU |
Security Exchange Name | NASDAQ |
Class A ordinary shares, par value $0.0001 per share | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share |
Trading Symbol | FOUN |
Security Exchange Name | NASDAQ |
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
Trading Symbol | FOUNW |
Security Exchange Name | NASDAQ |
Class A Ordinary Shares [Member] | |
Entity Common Stock, Shares Outstanding | 31,625,000 |
Class B Ordinary Shares [Member] | |
Entity Common Stock, Shares Outstanding | 7,906,250 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 8,999 | $ 761,605 |
Prepaid insurance | 511,509 | 511,509 |
Total current assets | 520,508 | 1,273,114 |
Long-term prepaid insurance | 145,753 | 401,507 |
Investment held in Trust Account | 321,264,378 | 321,015,932 |
Total Assets | 321,930,639 | 322,690,553 |
Current Liabilities | ||
Accrued ordinary expenses | 146,508 | 96,000 |
Due to Sponsor | 102,667 | 102,667 |
Total current liabilities | 249,175 | 198,667 |
Deferred underwriting fee payable | 11,068,750 | 11,068,750 |
Total Liabilities | 11,317,925 | 11,267,417 |
Class A common stock; 31,625,000 shares subject to possible redemption at $10.15 per share | 320,993,750 | 320,993,750 |
Stockholders’ Deficit | ||
Preferred Stock - $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (10,381,827) | (9,571,405) |
Total Stockholders’ Deficit | (10,381,036) | (9,570,614) |
Total Liabilities, Class A Ordinary Shares subject to Possible Redemption and Stockholders’ Deficit | 321,930,639 | 322,690,553 |
Common Class A [Member] | ||
Stockholders’ Deficit | ||
Common Stock, Value | ||
Common Class B [Member] | ||
Stockholders’ Deficit | ||
Common Stock, Value | $ 791 | $ 791 |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Shares Authorized | 31,625,000 | 31,625,000 |
Temporary Equity, Redemption Price Per Share | $ 10.15 | $ 10.15 |
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Ordinary shares, Shares Authorized | 479,000,000 | 479,000,000 |
Ordinary shares, Shares, Issued | 0 | 0 |
Ordinary shares, Outstanding | 0 | 0 |
Common Class B [Member] | ||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Ordinary shares, Shares Authorized | 20,000,000 | 20,000,000 |
Ordinary shares, Shares, Issued | 7,906,250 | 7,906,250 |
Ordinary shares, Outstanding | 7,906,250 | 7,906,250 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | |
Operating expenses: | |||
Formation costs and other operating expenses | $ 8,529 | $ 427,311 | $ 1,058,869 |
Loss from operations | (8,529) | (427,311) | (1,058,869) |
Other Income: | |||
Income earned on investments in Trust Account | 187,240 | 248,447 | |
Net loss | $ (8,529) | $ (240,071) | $ (810,422) |
Class A Common Stock [Member] | |||
Other Income: | |||
Weighted average number of shares outstanding, basic and diluted | 31,625,000 | 31,625,000 | |
Basic and diluted net loss per share | $ (0.01) | $ (0.02) | |
Class B Common Stock [Member] | |||
Other Income: | |||
Weighted average number of shares outstanding, basic and diluted | 6,875,000 | 7,906,250 | 7,906,250 |
Basic and diluted net loss per share | $ (0.01) | $ (0.02) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - USD ($) | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance – April 26, 2021 (inception) at Apr. 25, 2021 | ||||
Beginning balance, shares at Apr. 25, 2021 | ||||
Issuance of Class B ordinary shares to sponsor | $ 791 | 24,209 | 25,000 | |
Issuance of Class B ordinary shares to sponsor, shares | 7,906,250 | |||
Net loss | (8,529) | (8,529) | ||
Balance – June 30, 2021 at Jun. 30, 2021 | $ 791 | 24,209 | (8,529) | 16,471 |
Ending balance, shares at Jun. 30, 2021 | 7,906,250 | |||
Balance – April 26, 2021 (inception) at Dec. 31, 2021 | $ 791 | (9,571,405) | (9,570,614) | |
Beginning balance, shares at Dec. 31, 2021 | 7,906,250 | |||
Net loss | (570,351) | (570,351) | ||
Balance – June 30, 2021 at Mar. 31, 2022 | $ 791 | (10,141,756) | (10,140,965) | |
Ending balance, shares at Mar. 31, 2022 | 7,906,250 | |||
Net loss | (240,071) | (240,071) | ||
Balance – June 30, 2021 at Jun. 30, 2022 | $ 791 | $ (10,381,827) | $ (10,381,036) | |
Ending balance, shares at Jun. 30, 2022 | 7,906,250 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 2 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | |
Cash Flow from Operating Activities: | ||
Net loss | $ (8,529) | $ (810,422) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Income earned on investments in Trust Account | (248,446) | |
Changes in operating assets and liabilities | ||
Prepaid insurance | 255,754 | |
Accrued expenses | 8,529 | 50,508 |
Net Cash used in Operating Activities | (752,606) | |
Net change in cash | (752,606) | |
Cash at the beginning of the period | 761,605 | |
Cash at the end of the period | 8,999 | |
Non-Cash Investing and financing activities: | ||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |
Offering costs included in Due to Sponsor | 246,993 | |
Offering costs included in accrued offering costs | $ 45,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Founder SPAC (the “Company”) is a blank check company incorporated in the Cayman Islands on April 26, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not yet commenced any operations. All activity for the period April 26, 2021 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Founder SPAC Sponsor, LLC (the “Sponsor”) and Jefferies LLC simultaneously with the closing of the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on October 14, 2021. On October 19, 2021, the Company consummated the Initial Public Offering of 31,625,000 10.00 316,250,000 27,500,000 4,125,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 14,204,375 1.00 14,204,375 Transaction costs amounted to $ 18,158,033 6,325,000 11,068,750 764,283 2,603,980 Following the closing of the Initial Public Offering on October 19, 2021, an amount of $ 320,993,750 10.15 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholder may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, the Company’s amended and restated memorandum and articles of association (the “Articles”) provide that, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company is not required to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company will, pursuant to its Articles, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor, officers, directors and advisors have agreed (a) to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination or a vote to amend the provisions of the Articles relating to shareholder’s rights of pre-Business Combination activity and (c) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor and the Company’s officers, directors and advisors will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 15 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no 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 us to pay taxes (less up to $ 100,000 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, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (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 believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Management’s Plan As of June 30, 2022, the Company had $ 8,999 271,333 The Company’s liquidity needs up to June 30, 2022 had been satisfied through a payment from the Sponsor of $ 25,000 Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since competed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes totaling $ 2,603,980 8,999 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As of June 30, 2022, the Company has sufficient cash in hand and the ability to obtain a working capital loan, to meet its obligations as they become due within one year after the date that the financial statement is issued. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 8,999 761,605 no Cash Held in Trust Account On June 30, 2022, and December 31, 2021, the Company has $ 321,264,378 321,015,932 Net (Loss)/income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss)/income per ordinary share is calculated by dividing the net (loss)/income by the weighted average of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted (loss)/income per share because their exercise is contingent upon future events and since their inclusion would be antidilutive under the treasury stock method. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss)/income per share for each class of ordinary shares: Schedule of Earnings Per Share For the For the For the Class B share outstanding 7,906,250 7,906,250 7,906,250 Class A shares Issued upon IPO 31,625,000 31,625,000 - Net loss available to shareholders $ 240,071 $ 810,422 $ 8,529 Two Class Method For the For the For the Class A Class B Class A Class B Class B Basic and Diluted net loss per share of common stock: Numerator: Allocation of Net loss $ 192,057 $ 48,014 $ 648,338 $ 162,084 $ 8,529 Denominator: Weighted Average Shares outstanding 31,625,000 7,906,250 31,625,000 7,906,250 7,906,250 Basic and diluted net loss per common stock $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.00 ) Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The equity-linked warrants, both Public and Private warrants, and rights are considered freestanding and outside the scope of ASC 480 as they are not mandatorily redeemable, are exchanged on a fixed 1:1 ratio and do not obligate the Company to repurchase equity shares. The Company concluded that the warrants are equity classified under ASC 815 as the warrants and rights are indexed in the Company’s Class A common stock. 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 Class A Ordinary Shares Subject to Possible Redemption All of the 31,625,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, (“ASC 820”) approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The investment in Trust account is measured at Level 1 because the amount is invested in US Treasury securities. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Offering costs that were charged to stockholders’ equity upon the completion of the IPO amounted to $ 18,158,033 17,393,750 764,283 |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On August 17, 2021, the Company sold 31,625,000 10.00 316,250,000 0.0001 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Jefferies have purchased an aggregate of 14,204,375 1.00 14,204,375 Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 27, 2021, the Sponsor made a capital contribution of $ 25,000 0.003 7,906,250 The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note - Related Party On April 27, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors have agreed to loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. There are expenses that are paid by the Sponsor on behalf of the Company. As of June 30, 2022, and December 31, 2021, the Sponsor spent $ 102,667 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 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 and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The Company granted the underwriter a 45-day option to purchase up to 4,125,000 4,125,000 The underwriter was paid a cash underwriting discount of 2.00% 6,325,000 3.50% 11,068,750 Agreement and Plan of Merger On December 15, 2021, Founder SPAC, a Cayman Islands exempted company (together with its successors, the “Acquiror”), Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Acquiror (“Merger Sub”), Ravenclaw Merger Sub Corporation 1, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 1”), Ravenclaw Merger Sub Corporation 2, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 2”), Ravenclaw Merger Sub Corporation 3, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 3” and, together with Merger Sub Inc. 1 and Merger Sub Inc. 2, each a “Blocker Merger Sub”), Boom Clover Business Limited, a British Virgin Islands corporation (“Blocker Company 1”), NZSF Frontier Investments Inc., a Delaware corporation (“Blocker Company 2”), PLC Blocker A LLC, a Delaware limited liability company (“Blocker Company 3” and, together with Blocker Company 1 and Blocker Company 2, each a “Blocker Company” and collectively, the “Blocker Companies”), entered into an agreement and plan of merger (“Merger Agreement”) with Rubicon Technologies, LLC, a Delaware limited liability company. The Merger agreement contains customary representations, warranties, and covenants by the parties thereto and is subject to certain conditions as further described in the Merger Agreement. In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Rubicon Technologies and Founder SPAC entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Founder SPAC agreed to issue and sell to such PIPE Investors. As of the date of this subscription agreement, the authorized share capital of the Company consists of (i) 479,000,000 0.0001 20,000,000 0.0001 1,000,000 0.0001 31,625,000 7,906,250 15,812,500 14,204,375 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
WARRANTS | NOTE 7. WARRANTS The Company has accounted for the 30,016,875 15,812,500 14,204,375 Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination 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 Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has registered our Class A ordinary shares issuable upon exercise of the warrants because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial business combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number or Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average trading price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of exercise is received by the warrant agent. Redemption of public warrants when the price per Class A ordinary shares equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities-Warrants-Public Warrants”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of shares of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 8 - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2022, and December 31, 2021 the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of shares subject to possible redemption Gross Proceeds $ 316,250,000 Less: Class A ordinary shares issuance costs (18,057,563 ) Add: Remeasurement of carrying value to redemption value 22,801,313 Class A ordinary shares subject to possible redemption $ 320,993,750 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 9. STOCKHOLDERS’ DEFICIT Preferred stock 1,000,000 0.0001 no Class A ordinary shares 479,000,000 0.0001 no 31,625,000 Class B ordinary shares - 20,000,000 0.0001 7,906,250 The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Initial Public Offering plus all shares of Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time. The Company may issue additional ordinary shares or preference shares to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS Management of the Company evaluated events that have occurred after the balance sheet date through the date the financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. On August 2, 2022, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders approved the proposals (collectively, the “Proposals”) including a proposal to approve by ordinary resolution the business combination between Founder and Rubicon (the “Business Combination” and such proposal, the “Business Combination Proposal”). On August 4, 2022, Founder SPAC (the “FOUN”) and ACM ARRT F LLC, a Delaware limited liability company (“Seller”), entered into an agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to purchase (a) Class A ordinary shares, par value $ 0.0001 1,000,000 15,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 8,999 761,605 no |
Cash Held in Trust Account | Cash Held in Trust Account On June 30, 2022, and December 31, 2021, the Company has $ 321,264,378 321,015,932 |
Net (Loss)/income Per Ordinary Share | Net (Loss)/income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss)/income per ordinary share is calculated by dividing the net (loss)/income by the weighted average of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted (loss)/income per share because their exercise is contingent upon future events and since their inclusion would be antidilutive under the treasury stock method. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss)/income per share for each class of ordinary shares: Schedule of Earnings Per Share For the For the For the Class B share outstanding 7,906,250 7,906,250 7,906,250 Class A shares Issued upon IPO 31,625,000 31,625,000 - Net loss available to shareholders $ 240,071 $ 810,422 $ 8,529 Two Class Method For the For the For the Class A Class B Class A Class B Class B Basic and Diluted net loss per share of common stock: Numerator: Allocation of Net loss $ 192,057 $ 48,014 $ 648,338 $ 162,084 $ 8,529 Denominator: Weighted Average Shares outstanding 31,625,000 7,906,250 31,625,000 7,906,250 7,906,250 Basic and diluted net loss per common stock $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.00 ) |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The equity-linked warrants, both Public and Private warrants, and rights are considered freestanding and outside the scope of ASC 480 as they are not mandatorily redeemable, are exchanged on a fixed 1:1 ratio and do not obligate the Company to repurchase equity shares. The Company concluded that the warrants are equity classified under ASC 815 as the warrants and rights are indexed in the Company’s Class A common stock. |
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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 31,625,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, (“ASC 820”) approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The investment in Trust account is measured at Level 1 because the amount is invested in US Treasury securities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Offering costs that were charged to stockholders’ equity upon the completion of the IPO amounted to $ 18,158,033 17,393,750 764,283 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share | Schedule of Earnings Per Share For the For the For the Class B share outstanding 7,906,250 7,906,250 7,906,250 Class A shares Issued upon IPO 31,625,000 31,625,000 - Net loss available to shareholders $ 240,071 $ 810,422 $ 8,529 Two Class Method For the For the For the Class A Class B Class A Class B Class B Basic and Diluted net loss per share of common stock: Numerator: Allocation of Net loss $ 192,057 $ 48,014 $ 648,338 $ 162,084 $ 8,529 Denominator: Weighted Average Shares outstanding 31,625,000 7,906,250 31,625,000 7,906,250 7,906,250 Basic and diluted net loss per common stock $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.00 ) |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of shares subject to possible redemption | Schedule of shares subject to possible redemption Gross Proceeds $ 316,250,000 Less: Class A ordinary shares issuance costs (18,057,563 ) Add: Remeasurement of carrying value to redemption value 22,801,313 Class A ordinary shares subject to possible redemption $ 320,993,750 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Oct. 19, 2021 | Aug. 17, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units per share | $ 10.15 | ||||
Transaction costs | $ 18,158,033 | ||||
Underwriting fees | 6,325,000 | ||||
Deferred underwriting fees | 11,068,750 | ||||
Other Offering costs | 764,283 | ||||
Cash placed in a trust account | 2,603,980 | ||||
Proceeds from Initial Public Offering | $ 320,993,750 | $ 316,250,000 | |||
Business Combination, minimum amount of net tangible assets | 5,000,001 | ||||
Tax obligation, maximum amount | 100,000 | ||||
Cash | 8,999 | $ 761,605 | |||
Working capital | 271,333 | ||||
Offering cost paid by sponsor | $ 25,000 | ||||
General working capital | 2,603,980 | ||||
Remaining working capital | $ 8,999 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 31,625,000 | ||||
Sale of units per share | $ 10 | ||||
Sale of units in initial public offering aggragate amount | $ 316,250,000 | ||||
Proceeds from Initial Public Offering | $ 6,325,000 | ||||
IPO [Member] | Common Class A [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 27,500,000 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 4,125,000 | 4,125,000 | |||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 14,204,375 | ||||
Sale of units per share | $ 1 | ||||
Sale of units in initial public offering aggragate amount | $ 14,204,375 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | |
Allocation of Net loss | $ 8,529 | $ 240,071 | $ 810,422 |
Common Class B [Member] | |||
Share Outstanding | 7,906,250 | 7,906,250 | 7,906,250 |
Allocation of Net loss | $ 8,529 | $ 48,014 | $ 162,084 |
Weighted Average Shares outstanding | 7,906,250 | 7,906,250 | 7,906,250 |
Basic and diluted net loss per common stock | $ 0 | $ (0.01) | $ (0.02) |
Common Class A [Member] | |||
Allocation of Net loss | $ 192,057 | $ 648,338 | |
Weighted Average Shares outstanding | 31,625,000 | 31,625,000 | |
Basic and diluted net loss per common stock | $ (0.01) | $ (0.02) | |
Common Class A [Member] | IPO [Member] | |||
Shares Issued upon IPO | 31,625,000 | 31,625,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | |||
Oct. 19, 2021 | Aug. 17, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash | $ 8,999 | $ 761,605 | ||
Cash equivalents | 0 | 0 | ||
Cash held in Trust Account | 321,264,378 | $ 321,015,932 | ||
Unrecognized tax benefits | 0 | |||
Accrued for interest and penalties | 0 | |||
FDIC Insured limit | $ 250,000 | |||
Transaction costs | $ 18,158,033 | |||
Underwriting cost | 17,393,750 | |||
Other Offering costs | $ 764,283 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 31,625,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 1 Months Ended | |||
Oct. 19, 2021 | Aug. 17, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units per share | $ 10.15 | |||
Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | ||
Warrants exercise price share | $ 11.50 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 31,625,000 | |||
Sale of units per share | $ 10 | |||
Sale of units in initial public offering aggragate amount | $ 316,250,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 27,500,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Warrants issued | shares | 14,204,375 |
Warrant Price | $ / shares | $ 1 |
Proceeds from issuance of private placement | $ | $ 14,204,375 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | ||
Apr. 27, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Number of shares issued | $ 25,000 | ||||
Related Party Loans Description | The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. | ||||
Due to Sponsor | $ 102,667 | $ 102,667 | |||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | $ 25,000 | ||||
Share Price | $ 0.003 | ||||
Number of shares issued, shares | 7,906,250 | ||||
Principal amount | $ 300,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Oct. 19, 2021 | Aug. 17, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from Initial Public Offering | $ 320,993,750 | $ 316,250,000 | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 | |||
Common Class A [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ordinary shares, Shares Authorized | 479,000,000 | 479,000,000 | |||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | |||
Common Class B [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ordinary shares, Shares Authorized | 20,000,000 | 20,000,000 | |||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | |||
Subscription Agreements [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred Stock, Shares Authorized | 1,000,000 | ||||
Preferred Stock, Par Value Per Share | $ 0.0001 | ||||
Subscription Agreements [Member] | Common Class A [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ordinary shares, Shares Authorized | 479,000,000 | ||||
Ordinary shares, Par Value Per Share | $ 0.0001 | ||||
Temporary Equity, Shares Issued | 31,625,000 | ||||
Temporary Equity, Shares Outstanding | 31,625,000 | ||||
Subscription Agreements [Member] | Common Class B [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ordinary shares, Shares Authorized | 20,000,000 | ||||
Ordinary shares, Par Value Per Share | $ 0.0001 | ||||
Temporary Equity, Shares Issued | 7,906,250 | ||||
Temporary Equity, Shares Outstanding | 7,906,250 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of Over-Allotment Units | 4,125,000 | ||||
Sale of units in initial public offering | 4,125,000 | 4,125,000 | |||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 31,625,000 | ||||
Percentage of cash underwriting discount | 2% | ||||
Proceeds from Initial Public Offering | $ 6,325,000 | ||||
Percentage of underwriters deferred fee | 3.50% | ||||
Proceeds from initial public offering for deferred fee | $ 11,068,750 | ||||
IPO [Member] | Public Warrants [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrants issued | 15,812,500 | ||||
IPO [Member] | Private Placement Warrants [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrants issued | 14,204,375 | ||||
IPO [Member] | Common Class A [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 27,500,000 | ||||
IPO [Member] | Subscription Agreements [Member] | Public Warrants [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrants issued | 15,812,500 | ||||
IPO [Member] | Subscription Agreements [Member] | Private Placement Warrants [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrants issued | 14,204,375 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share redemption price per share | $ / shares | $ 18 |
Warrant [Member] | IPO [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants issued | 30,016,875 |
Public Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant Price | $ / shares | $ 0.01 |
Public Warrants [Member] | IPO [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants issued | 15,812,500 |
Private Placement Warrants [Member] | IPO [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants issued | 14,204,375 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Oct. 19, 2021 | Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | ||
Gross Proceeds | $ 320,993,750 | $ 316,250,000 |
Class A ordinary shares issuance costs | (18,057,563) | |
Remeasurement of carrying value to redemption value | 22,801,313 | |
Class A ordinary shares subject to possible redemption | $ 320,993,750 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, Shares authorized | 479,000,000 | 479,000,000 |
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares issued | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 |
Shares subject to possible redemption | 31,625,000 | 31,625,000 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, Shares authorized | 20,000,000 | 20,000,000 |
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares issued | 7,906,250 | 7,906,250 |
Common stock, Shares outstanding | 7,906,250 | 7,906,250 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | Aug. 04, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Purchase of shares | 1,000,000 | ||
Total Subject Shares | 15,000,000 | ||
Subsequent Event [Member] | Forward Purchase Agreement [Member] | Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Ordinary shares, Par Value Per Share | $ 0.0001 |