Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-41246 | |
Entity Registrant Name | LatAmGrowth SPAC | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1605340 | |
Entity Address, Address Line One | Pedregal 24 | |
Entity Address, Address Line Two | 8th Floor | |
Entity Address, Address Line Three | Molino del Rey | |
Entity Address, City or Town | Mexico City | |
Entity Address, Country | MX | |
Entity Address, Postal Zip Code | 11000 | |
City Area Code | +52 | |
Local Phone Number | 55 9178 9015 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001868269 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant | ||
Document information | ||
Title of 12(b) Security | Units, each consisting of oneClass A ordinary share, $0.0001 par value, and one-half of one warrant | |
Trading Symbol | LATGU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document information | ||
Title of 12(b) Security | Class A ordinary shares | |
Trading Symbol | LATG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 13,000,000 | |
Warrants. | ||
Document information | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | LATGW | |
Security Exchange Name | NASDAQ | |
Class B ordinary shares | ||
Document information | ||
Entity Common Stock, Shares Outstanding | 3,250,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 1,150,366 | |
Prepaid expenses | 314,284 | |
Total Current Assets | 1,464,650 | |
Marketable securities held in Trust Account | 133,390,345 | $ 0 |
Deferred offering costs | 438,499 | |
Total Assets | 134,854,995 | 438,499 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 276,267 | 402,504 |
Promissory note - related party | 101,530 | |
Total Current Liabilities | 276,267 | 504,034 |
Warrant liabilities | 2,880,000 | |
Deferred underwriting commissions | 4,550,000 | |
Total Liabilities | 7,706,267 | 504,034 |
Commitments and Contingencies (Note 6) | ||
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,626 | |
Accumulated deficit | (6,241,942) | (90,535) |
Total Shareholders' Deficit | (6,241,617) | (65,535) |
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit | 134,854,995 | 438,499 |
Class A ordinary shares subject to possible redemption | ||
Current Liabilities: | ||
Class A ordinary shares subject to possible redemption, 13,000,000 shares and 0 shares at redemption value of $10.21 and $10.20 at September 30, 2022 and December 31, 2021, respectively | 133,390,345 | |
Class B ordinary shares | ||
Shareholders' Deficit: | ||
Common stock | $ 325 | $ 374 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | |
Preference shares, shares issued | 0 | 0 | |
Preference shares, shares outstanding | 0 | 0 | |
Class A ordinary shares | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | |
Ordinary shares, shares issued | 0 | 0 | |
Ordinary shares, shares outstanding | 0 | 0 | |
Class A ordinary shares subject to possible redemption | |||
Class A ordinary shares subject to possible redemption, shares outstanding | 13,000,000 | 0 | |
Redemption price per share | $ 10.21 | $ 0 | |
Class B ordinary shares | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | |
Ordinary shares, shares issued | 3,250,000 | 3,737,500 | [1] |
Ordinary shares, shares outstanding | 3,250,000 | 3,737,500 | [1] |
Shares subject to forfeiture | 487,500 | 487,500 | |
[1]This number includes up to 487,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). In March 2022, the Sponsor effected a surrender of the 487,500 founder shares to the Company for no consideration upon expiration of the over-allotment option. |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Formation and operating costs | $ 286,101 | $ 1,442 | $ 91,442 | $ 948,461 |
Loss from operations | (286,101) | (1,442) | (91,442) | (948,461) |
Other (expense) income: | ||||
Gain (loss) on change in fair value of warrants | (1,152,000) | 8,064,000 | ||
Gain on expiration of overallotment option | 390,000 | |||
Trust interest income | 602,501 | 790,345 | ||
Warrant issuance costs | (335,231) | |||
Total other (expense) income, net | (549,499) | 8,909,114 | ||
Net (loss) income | $ (835,600) | $ (1,442) | $ (91,442) | $ 7,960,653 |
Class A ordinary shares | ||||
Other (expense) income: | ||||
Basic weighted-average shares outstanding | 13,000,000 | 11,718,978 | ||
Diluted weighted-average shares outstanding | 13,000,000 | 0 | 0 | 11,718,978 |
Basic net (loss) income per share | $ (0.05) | $ 0.53 | ||
Diluted net (loss) income per share | $ (0.05) | $ 0 | $ 0 | $ 0.53 |
Class A Common Stock Subject to Redemption | ||||
Other (expense) income: | ||||
Basic weighted-average shares outstanding | 13,000,000 | 11,718,978 | ||
Diluted weighted-average shares outstanding | 13,000,000 | 0 | 0 | 11,718,978 |
Basic net (loss) income per share | $ (0.05) | $ 0.53 | ||
Diluted net (loss) income per share | $ (0.05) | $ 0 | $ 0 | $ 0.53 |
Class B ordinary shares | ||||
Other (expense) income: | ||||
Basic weighted-average shares outstanding | 3,250,000 | 3,250,000 | 3,250,000 | 3,250,000 |
Diluted weighted-average shares outstanding | 3,250,000 | 3,250,000 | 3,250,000 | 3,250,000 |
Basic net (loss) income per share | $ (0.05) | $ 0 | $ (0.03) | $ 0.53 |
Diluted net (loss) income per share | $ (0.05) | $ 0 | $ (0.03) | $ 0.53 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class B ordinary shares Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at May. 19, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at May. 19, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Class B ordinary shares issued to Sponsor for payment of offering costs | $ 374 | 24,626 | 25,000 | |
Class B ordinary shares issued to Sponsor for payment of offering costs (in shares) | 3,737,500 | |||
Net income (loss) | (90,000) | (90,000) | ||
Balance at the end at Jun. 30, 2021 | $ 374 | 24,626 | (90,000) | (65,000) |
Balance at the end (in shares) at Jun. 30, 2021 | 3,737,500 | |||
Balance at the beginning at May. 19, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at May. 19, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | (91,442) | |||
Balance at the end at Sep. 30, 2021 | $ 374 | 24,626 | (91,442) | (66,442) |
Balance at the end (in shares) at Sep. 30, 2021 | 3,737,500 | |||
Balance at the beginning at Jun. 30, 2021 | $ 374 | 24,626 | (90,000) | (65,000) |
Balance at the beginning (in shares) at Jun. 30, 2021 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | (1,442) | (1,442) | ||
Balance at the end at Sep. 30, 2021 | $ 374 | 24,626 | (91,442) | (66,442) |
Balance at the end (in shares) at Sep. 30, 2021 | 3,737,500 | |||
Balance at the beginning at Dec. 31, 2021 | $ 374 | 24,626 | (90,535) | (65,535) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Excess cash received over fair value of private placement warrants | 1,896,000 | 1,896,000 | ||
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option | $ (49) | 49 | ||
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option (in shares) | (487,500) | |||
Remeasurement of Class A ordinary shares to redemption amount | (1,920,675) | (13,321,715) | (15,242,390) | |
Net income (loss) | 7,186,897 | 7,186,897 | ||
Balance at the end at Mar. 31, 2022 | $ 325 | (6,225,353) | (6,225,028) | |
Balance at the end (in shares) at Mar. 31, 2022 | 3,250,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 374 | $ 24,626 | (90,535) | (65,535) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | 7,960,653 | |||
Balance at the end at Sep. 30, 2022 | $ 325 | (6,241,942) | (6,241,617) | |
Balance at the end (in shares) at Sep. 30, 2022 | 3,250,000 | |||
Balance at the beginning at Mar. 31, 2022 | $ 325 | (6,225,353) | (6,225,028) | |
Balance at the beginning (in shares) at Mar. 31, 2022 | 3,250,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of Class A ordinary shares to redemption amount | (187,844) | (187,844) | ||
Net income (loss) | 1,609,356 | 1,609,356 | ||
Balance at the end at Jun. 30, 2022 | $ 325 | (4,803,841) | (4,803,516) | |
Balance at the end (in shares) at Jun. 30, 2022 | 3,250,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of Class A ordinary shares to redemption amount | (602,501) | (602,501) | ||
Net income (loss) | (835,600) | (835,600) | ||
Balance at the end at Sep. 30, 2022 | $ 325 | $ (6,241,942) | $ (6,241,617) | |
Balance at the end (in shares) at Sep. 30, 2022 | 3,250,000 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) | 3 Months Ended |
Mar. 31, 2022 shares | |
Class B ordinary shares | Over-allotment option | |
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option (in shares) | 487,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 4 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (91,442) | $ 7,960,653 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (790,345) | |
Warrant issuance costs | 335,231 | |
Unrealized gain on change in fair value of warrants | (8,064,000) | |
Gain on expiration of overallotment option | (390,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (314,284) | |
Accounts payable and accrued expenses | 91,442 | 162,306 |
Net cash used in operating activities | (1,100,439) | |
Cash flows from investing Activities: | ||
Principal deposited in Trust Account | (132,600,000) | |
Net cash used in investing activities | (132,600,000) | |
Cash flows from financing Activities: | ||
Proceeds from initial public offering, net of underwriters' discount | 127,400,000 | |
Proceeds from private placement | 7,900,000 | |
Payment of Sponsor promissory note | (142,350) | |
Payment of deferred offering costs | (306,845) | |
Net cash provided by financing activities | 134,850,805 | |
Net change in cash | 1,150,366 | |
Cash, beginning of the period | 0 | 0 |
Cash, end of the period | 0 | 1,150,366 |
Supplemental disclosure of cash flow information: | ||
Deferred offering costs included in accounts payable and accrued offering costs and expenses | 221,255 | 250 |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 | |
Remeasurement of Class A ordinary shares to redemption amount | 15,430,234 | |
Deferred underwriting commissions payable charged to additional paid in capital | 4,550,000 | |
Deferred offering costs charged to additional paid in capital | 497,620 | |
Forfeiture of 487,500 founder shares on expiration of overallotment option | 49 | |
Initial fair value of warrant liability | 10,944,000 | |
Deferred offering costs charged to accumulated deficit | $ 82,175 |
CONDENSED STATEMENTS OF CASH _2
CONDENSED STATEMENTS OF CASH FLOWS (Parenthetical) | Sep. 30, 2022 shares |
CONDENSED STATEMENTS OF CASH FLOWS | |
Forfeiture of founder shares on expiration of overallotment option | 487,500 |
Organization and Business Opera
Organization and Business Operation | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Business Operation | |
Organization and Business Operation | Note 1—Organization and Business Operation LatAmGrowth SPAC (the “Company”) was incorporated as a Cayman Islands exempted company on May 20, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company, but the Company intends to focus its search on high growth companies in Latin America, including Brazil, as well as businesses located in the United States that cater to the Hispanic community: (1) with significant technological advantages, and/or (2) that are well positioned to benefit from the favorable structural and secular trends of the emerging middle class. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from May 20, 2021 (inception) through September 30, 2022 relates to the Company’s formation and IPO described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is LatAmGrowth Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on January 24, 2022 (the “Effective Date”). On January 27, 2022, the Company consummated the Public Offering of 13,000,000 units, (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $130,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,900,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,900,000, which is discussed in Note 4. Transaction costs amounted to $7,647,620 consisting of $2,600,000 of underwriting discount, $4,550,000 of deferred underwriting discount, and $497,620 of other offering costs. In addition, $2,494,203 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on January 27, 2022, an amount of $132,600,000 ($10.20 per Unit) from the net proceeds of the sale of the public units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and will be invested only 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 that 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 taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company has not completed its initial Business Combination within 15 months from January 27, 2022 (or up to 21 months, if we extend the time to complete a business combination as described in the Company’s prospectus filed with the SEC on January 26, 2022 (the “Prospectus”) (the “Combination Period”), subject to applicable law, or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The Company will provide its 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 general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial 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 requirements. The shareholders will be entitled to redeem their shares 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 taxes, divided by the number of then outstanding public shares, subject to the limitations and on conditions described in the Prospectus. The amount in the Trust Account is initially anticipated to be $10.20 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. Ordinary shares subject to redemption are recorded at redemption value and classified as temporary equity following the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have 15 months from January 27, 2022 (or up to 21 months, if we extend the time to complete a business combination as described in the Prospectus) to consummate the initial Business Combination. If the Company has not consummated 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 The Sponsor and each member of the management team have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (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) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete 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 its initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. |
Significant Accounting Policies
Significant Accounting Policies and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting Policies and Basis of Presentation | |
Significant Accounting Policies and Basis of Presentation | Note 2—Significant Accounting Policies and 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 unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus which contains the audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 13, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in the unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. 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. The Company has not experienced losses on this account. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. The Company held cash of $1,150,366 and $0 as of September 30, 2022 and December 31, 2021, respectively. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the Company held $133,390,345 and $0 in the Trust Account which consisted entirely of funds which invest only in cash and U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Dividend income from securities in the Trust Account is included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. Unrealized gains and losses resulting from the change in fair value of investments held in Trust Account are included in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments and Warrant and Over-allotment Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity and measurement of fair value is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities and overallotment option have been allocated based on their relative fair value of total proceeds and are recognized in the condensed statements of operations as incurred. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or the creation of current liabilities. The Company accounts for warrants and over-allotment as either equity-classified or liability-classified instruments based on an assessment of the warrant and over-allotment option’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 and over-allotment option are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and over-allotment option meet all of the requirements for equity classification under ASC 815, including whether the warrants and over-allotment option are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant and over-allotment option issuance and as of each subsequent quarterly period end date while the warrants and over-allotment option are outstanding. For warrants and over-allotment option that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants and over-allotment that do not meet all the criteria for equity classification, they are required to be recorded as a liability 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 and over-allotment option are recognized as a non-cash gain or loss on the condensed statements of operations. The Company accounted for the Public Warrants (see Note 3), Private Placement Warrants (see Note 4) (together with the Public Warrants, the “Warrants”) and over-allotment option (Note 6) in accordance with the guidance contained in ASC 815-40. The Warrants and over-allotment are not considered indexed to the Company’s own ordinary shares, and as such, they do not meet the criteria for equity treatment and are recorded as liabilities. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not 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. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. 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, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 unaudited condensed financial statements. Net Income (Loss) Per Share We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At September 30, 2022 and December 31, 2021, weighted average shares were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. At September 30, 2022 and December 31, 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income per share is the same as basic income per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three For the Nine Months Ended Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (668,480) $ (167,120) $ 6,232,270 $ 1,728,383 Denominator: Weighted average shares outstanding 13,000,000 3,250,000 11,718,978 3,250,000 Basic and diluted net (loss) income per share $ (0.05) $ (0.05) $ 0.53 $ 0.53 For the period from May 20, 2021 For the Three (Inception) Months Ended through September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ — $ (1,442) $ — $ (91,442) Denominator: Weighted average shares outstanding — 3,250,000 — 3,250,000 Basic and diluted net loss per share $ — $ (0.00) $ — $ (0.03) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in temporary equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,647,620 as a result of the IPO (consisting of $2,600,000 of underwriting fees, $4,550,000 of deferred underwriting fees, and $497,620 of other offering costs). The Company recorded $7,253,390 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $335,231 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment option that were classified as liabilities. Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. 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’ deficit. 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 is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. As of September 30, 2022, the amount of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 15,242,390 Class A ordinary shares subject to possible redemption as of March 31, 2022 132,600,000 Plus: Remeasurement of Class A ordinary shares subject to possible redemption 790,345 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 133,390,345 Redeemable Share Classification The Company’s ordinary shares that will be sold as part of the Units in the IPO (“public ordinary shares”) contain a redemption feature which allows for the redemption of such public shares in connection with a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary shares sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public ordinary shares classified as temporary equity, and the Public Warrants will be considered a derivative liability and as such, the fair value of the Public Warrants is bifurcated and presented as a liability. The public ordinary shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering On January 27, 2022, the Company consummated its IPO of 13,000,000 units at $10.00 per Unit, generating gross proceeds of $130,000,000. Each Unit consists of one Class A ordinary share and one |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrants | |
Private Placement Warrants | Note 4—Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,900,000 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”), for an aggregate purchase price of $7,900,000. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. 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 warrants included in the units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On June 2, 2021, the Sponsor paid $25,000, or approximately $0.007 per share, to cover certain offering costs in consideration for 3,737,500 Class B ordinary shares, par value $0.0001. Up to 487,500 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. In March 2022, the Sponsor effected a surrender of the 487,500 founder shares to the Company for no consideration upon expiration of the over-allotment option. The holders of the Company’s founder shares prior to the IPO (the “initial shareholders”) have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any founder shares (Lock-up). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 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 (2) the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. The sale or allocation of the Founders Shares to the Company’s director nominees and affiliates of its Sponsor group, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 22,000 shares transferred to the Company’s consultants on April 1, 2022 was $101,640 or $4.62 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of September 30, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Promissory Note—Related Party On June 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and are due at the earlier of June 15, 2022 or the closing of the IPO. At the IPO date, the Company paid $142,350 to the Sponsor in full repayment of the promissory note. As of September 30, 2022 and December 31, 2021, the Company had borrowed $0 and $101,530 under the Promissory Note, respectively. 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 (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6—Commitments & Contingencies Registration and Shareholder Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans have registration rights to require the Company to use its best efforts to register a sale of any of its securities held by them pursuant to a registration rights agreement. 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 Company’s 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 Company granted the underwriters a 45-day The underwriters received a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $4,550,000, upon the completion of the Company’s initial Business Combination. Forward Purchase Agreement An affiliate of the Sponsor (the “Sponsor Affiliate”) entered into a forward purchase agreement with the Company in connection with the IPO that provides for the purchase by the Sponsor Affiliate of an aggregate of up to 4,000,000 units, each consisting of one Class A ordinary share and one The forward purchase shares are identical to the Class A ordinary shares included in the units sold in the IPO, except that pursuant to the forward purchase agreement, they are not transferable, assignable or salable until 30 days after the completion of our initial business combination, subject to limited exceptions. The forward purchase warrants have the same terms as the private placement warrants. |
Shareholder's Deficit
Shareholder's Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Shareholder's Deficit | |
Shareholder's Deficit | Note 7—Shareholder’s Deficit Preference shares Class A ordinary shares Class B ordinary shares issued outstanding Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8—Fair Value Measurements The following table presents information about the Company’s liabilities that are measured at fair value on September 30, 2022, and indicates the Level 3 fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. At December 31, 2021, the Company had no financial assets and liabilities measured at fair value. Quoted Significant Significant Prices in Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 1,300,000 $ 1,300,000 $ — $ — Warrant liabilities – Private Placement Warrants 1,580,000 — 1,580,000 — $ 2,880,000 $ 1,300,000 $ 1,580,000 $ — The Public Warrants and the Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liabilities were measured at fair value at inception and remeasured on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The overallotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the condensed balance sheets from January 27, 2022 up to its expiration on March 10, 2022. The overallotment liability was measured at fair value at inception. The expiration of the overallotment resulted in a gain of $390,000 which is presented within gain on expiration of overallotment option in the condensed statements of operations. The Company used a Binomial Option Pricing Model to value the Private Placement Warrants and a Black-Scholes model to value the overallotment option. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one At September 30, 2022, the Company used the quoted price on Nasdaq to establish the fair value of the Public Warrants and transferred the Public Warrants from Level 3 to Level 1 due to the use of observable inputs. The key inputs into the Black-Scholes model of the overallotment option were as follows at inception date: January 27, Input 2022 Risk-free interest rate 0.08 % Expected term (years) 0.13 Expected volatility 3.80 % Exercise price $ 10.00 Fair value of overallotment unit $ 0.20 The Private Warrants were transferred to a Level 2 from a Level 3 during the nine months ended September 30, 2022, due to the use of an observable market quote for a similar asset in an active market. At September 30, 2022 the Company’s Public Warrant pricing was used to price the Private Warrants. The key inputs into the Binomial Option Pricing Model of the Private Placement Warrants were as follows at January 27, 2022 (initial measurement date): Input January 27, 2022 Risk-free interest rate 1.26 % Expected term (years) 4.5 Expected volatility 15.0 % Exercise price $ 11.50 Stock price $ 9.62 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Placement Public Total Warrant Overallotment Warrants Warrants Liabilities Liability Fair value at December 31, 2021 $ — $ — $ — $ — Initial measurement at January 27, 2022 6,004,000 4,940,000 10,944,000 390,000 Expiration of overallotment option on March 10, 2022 — — — (390,000) Change in fair value of warrant liabilities (4,029,000) (3,347,500) (7,376,500) — Transfer to Level 1 — (1,592,500) (1,592,500) — Fair value at March 31, 2022 1,975,000 — 1,975,000 — Change in fair value of warrant liabilities (1,027,000) — (1,027,000) — Transfer to Level 2 (948,000) — (948,000) — Fair value at June 30, 2022 $ — $ — $ — $ — Change in fair value of warrant liabilities — — — — Transfer to Level 3 — — — — Fair value at September 30, 2022 $ — $ — $ — $ — As of December 31, 2021, the Company had no warrant liabilities measured at fair value. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting Policies and Basis of Presentation | |
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 unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus which contains the audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 13, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. |
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, 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in the unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to 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. The Company has not experienced losses on this account. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. The Company held cash of $1,150,366 and $0 as of September 30, 2022 and December 31, 2021, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the Company held $133,390,345 and $0 in the Trust Account which consisted entirely of funds which invest only in cash and U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Dividend income from securities in the Trust Account is included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. Unrealized gains and losses resulting from the change in fair value of investments held in Trust Account are included in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative Financial Instruments and Warrant and Over-allotment Liability | Derivative Financial Instruments and Warrant and Over-allotment Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity and measurement of fair value is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities and overallotment option have been allocated based on their relative fair value of total proceeds and are recognized in the condensed statements of operations as incurred. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or the creation of current liabilities. The Company accounts for warrants and over-allotment as either equity-classified or liability-classified instruments based on an assessment of the warrant and over-allotment option’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 and over-allotment option are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and over-allotment option meet all of the requirements for equity classification under ASC 815, including whether the warrants and over-allotment option are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant and over-allotment option issuance and as of each subsequent quarterly period end date while the warrants and over-allotment option are outstanding. For warrants and over-allotment option that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants and over-allotment that do not meet all the criteria for equity classification, they are required to be recorded as a liability 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 and over-allotment option are recognized as a non-cash gain or loss on the condensed statements of operations. The Company accounted for the Public Warrants (see Note 3), Private Placement Warrants (see Note 4) (together with the Public Warrants, the “Warrants”) and over-allotment option (Note 6) in accordance with the guidance contained in ASC 815-40. The Warrants and over-allotment are not considered indexed to the Company’s own ordinary shares, and as such, they do not meet the criteria for equity treatment and are recorded as liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not 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. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. 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, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 unaudited condensed financial statements. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At September 30, 2022 and December 31, 2021, weighted average shares were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. At September 30, 2022 and December 31, 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income per share is the same as basic income per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three For the Nine Months Ended Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (668,480) $ (167,120) $ 6,232,270 $ 1,728,383 Denominator: Weighted average shares outstanding 13,000,000 3,250,000 11,718,978 3,250,000 Basic and diluted net (loss) income per share $ (0.05) $ (0.05) $ 0.53 $ 0.53 For the period from May 20, 2021 For the Three (Inception) Months Ended through September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ — $ (1,442) $ — $ (91,442) Denominator: Weighted average shares outstanding — 3,250,000 — 3,250,000 Basic and diluted net loss per share $ — $ (0.00) $ — $ (0.03) |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in temporary equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,647,620 as a result of the IPO (consisting of $2,600,000 of underwriting fees, $4,550,000 of deferred underwriting fees, and $497,620 of other offering costs). The Company recorded $7,253,390 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $335,231 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment option that were classified as liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. 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’ deficit. 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 is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. As of September 30, 2022, the amount of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 15,242,390 Class A ordinary shares subject to possible redemption as of March 31, 2022 132,600,000 Plus: Remeasurement of Class A ordinary shares subject to possible redemption 790,345 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 133,390,345 |
Redeemable Share Classification | Redeemable Share Classification The Company’s ordinary shares that will be sold as part of the Units in the IPO (“public ordinary shares”) contain a redemption feature which allows for the redemption of such public shares in connection with a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary shares sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public ordinary shares classified as temporary equity, and the Public Warrants will be considered a derivative liability and as such, the fair value of the Public Warrants is bifurcated and presented as a liability. The public ordinary shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting Policies and Basis of Presentation | |
Schedule of reconciliation of basic and diluted net income per share for each class of ordinary shares | For the Three For the Nine Months Ended Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (668,480) $ (167,120) $ 6,232,270 $ 1,728,383 Denominator: Weighted average shares outstanding 13,000,000 3,250,000 11,718,978 3,250,000 Basic and diluted net (loss) income per share $ (0.05) $ (0.05) $ 0.53 $ 0.53 For the period from May 20, 2021 For the Three (Inception) Months Ended through September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ — $ (1,442) $ — $ (91,442) Denominator: Weighted average shares outstanding — 3,250,000 — 3,250,000 Basic and diluted net loss per share $ — $ (0.00) $ — $ (0.03) |
Schedule of reconciliation Class A ordinary shares reflected on the balance sheet | As of September 30, 2022, the amount of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 15,242,390 Class A ordinary shares subject to possible redemption as of March 31, 2022 132,600,000 Plus: Remeasurement of Class A ordinary shares subject to possible redemption 790,345 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 133,390,345 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Schedule of Company's liabilities that are measured at fair value on a recurring basis | Quoted Significant Significant Prices in Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 1,300,000 $ 1,300,000 $ — $ — Warrant liabilities – Private Placement Warrants 1,580,000 — 1,580,000 — $ 2,880,000 $ 1,300,000 $ 1,580,000 $ — |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | January 27, Input 2022 Risk-free interest rate 0.08 % Expected term (years) 0.13 Expected volatility 3.80 % Exercise price $ 10.00 Fair value of overallotment unit $ 0.20 Input January 27, 2022 Risk-free interest rate 1.26 % Expected term (years) 4.5 Expected volatility 15.0 % Exercise price $ 11.50 Stock price $ 9.62 |
Schedule of change in the fair value of the warrant liabilities | Private Placement Public Total Warrant Overallotment Warrants Warrants Liabilities Liability Fair value at December 31, 2021 $ — $ — $ — $ — Initial measurement at January 27, 2022 6,004,000 4,940,000 10,944,000 390,000 Expiration of overallotment option on March 10, 2022 — — — (390,000) Change in fair value of warrant liabilities (4,029,000) (3,347,500) (7,376,500) — Transfer to Level 1 — (1,592,500) (1,592,500) — Fair value at March 31, 2022 1,975,000 — 1,975,000 — Change in fair value of warrant liabilities (1,027,000) — (1,027,000) — Transfer to Level 2 (948,000) — (948,000) — Fair value at June 30, 2022 $ — $ — $ — $ — Change in fair value of warrant liabilities — — — — Transfer to Level 3 — — — — Fair value at September 30, 2022 $ — $ — $ — $ — |
Organization and Business Ope_2
Organization and Business Operation (Details) - USD ($) | 9 Months Ended | ||
Jan. 27, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering | |||
Proceeds from private placement | $ 7,900,000 | ||
Transaction costs | $ 7,647,620 | ||
Underwriting discount | 2,600,000 | ||
Deferred underwriting discount | 4,550,000 | ||
Other offering costs | 497,620 | ||
Cash held outside of the Trust Account | $ 2,494,203 | $ 1,150,366 | |
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction Company to complete Business Combination | 50% | ||
Share price | $ 10.20 | ||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 185 days | ||
Period to consummate the initial Business Combination | 15 months | ||
Period to consummate the initial Business Combination, if time extend to Complete Business Combination | 21 months | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||
Threshold business days for redemption of public shares | 10 days | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Cash on hand | 1,150,366 | $ 0 | |
Working Capital | 1,188,383 | ||
Cash held outside the Trust Account | $ 1,150,000 | ||
Initial Public Offering | |||
Initial Public Offering | |||
Number of units sold | 13,000,000 | ||
Purchase price, per unit | $ 10 | ||
Gross proceeds from issuance initial public offering | $ 130,000,000 | ||
Net proceeds from issuance initial public offering | $ 132,600,000 | ||
Share price | $ 10.20 | ||
Private Placement | Private Placement Warrants | |||
Initial Public Offering | |||
Number of warrants issued | 7,900,000 | ||
Price of warrant | $ 1 | ||
Proceeds from private placement | $ 7,900,000 |
Significant Accounting Polici_4
Significant Accounting Policies and Basis of Presentation (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Jan. 27, 2022 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 | |
Cash held | 1,150,366 | 0 | |
Marketable securities held in Trust Account | 133,390,345 | 0 | |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | |
Offering costs | $ 7,647,620 | ||
Underwriting fees | 2,600,000 | ||
Deferred underwriting fees | 4,550,000 | ||
Other offering costs | $ 497,620 | ||
Offering costs as a reduction of temporary equity | 7,253,390 | ||
Warrant issuance costs | $ 335,231 | ||
Class B ordinary shares | |||
Shares subject to forfeiture | 487,500 | 487,500 |
Significant Accounting Polici_5
Significant Accounting Policies and Basis of Presentation - Reconciliation of basic and diluted net income per share for each class of ordinary shares (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Class A ordinary shares | ||||
Allocation of net (loss) income | $ (668,480) | $ 6,232,270 | ||
Weighted average shares outstanding, basic | 13,000,000 | 11,718,978 | ||
Weighted average shares outstanding, diluted | 13,000,000 | 0 | 0 | 11,718,978 |
Basic net (loss) income per share | $ (0.05) | $ 0.53 | ||
Diluted net (loss) income per share | $ (0.05) | $ 0 | $ 0 | $ 0.53 |
Class B ordinary shares | ||||
Allocation of net (loss) income | $ (167,120) | $ (1,442) | $ (91,442) | $ 1,728,383 |
Weighted average shares outstanding, basic | 3,250,000 | 3,250,000 | 3,250,000 | 3,250,000 |
Weighted average shares outstanding, diluted | 3,250,000 | 3,250,000 | 3,250,000 | 3,250,000 |
Basic net (loss) income per share | $ (0.05) | $ 0 | $ (0.03) | $ 0.53 |
Diluted net (loss) income per share | $ (0.05) | $ 0 | $ (0.03) | $ 0.53 |
Significant Accounting Polici_6
Significant Accounting Policies and Basis of Presentation - Reconciliation Class A ordinary shares reflected on the balance sheet (Details) - Class A ordinary shares subject to possible redemption - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Sep. 30, 2022 | |
Gross proceeds from IPO | $ 130,000,000 | |
Fair value of proceeds allocated to Public Warrants | (4,940,000) | |
Fair value of proceeds allocated to overallotment liability | (390,000) | |
Class A ordinary shares issuance cost | (7,312,390) | |
Remeasurement of Class A ordinary shares subject to possible redemption | 15,242,390 | $ 790,345 |
Class A ordinary shares subject to possible redemption | $ 132,600,000 | $ 133,390,345 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | |
Jan. 27, 2022 | Sep. 30, 2022 | |
Public Warrants | ||
Initial Public Offering | ||
Number of warrants in a unit | 0.50 | |
Public Warrants expiration term after the completion of a business combination | 30 days | |
Public Warrants expiration term | 5 years | |
Initial Public Offering | ||
Initial Public Offering | ||
Number of units sold | 13,000,000 | |
Purchase price, per unit | $ 10 | |
Gross proceeds from issuance initial public offering | $ 130,000,000 | |
Number of shares in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Initial Public Offering | Public Warrants | ||
Initial Public Offering | ||
Number of warrants in a unit | 0.50 | |
Exercise price of warrants | $ 11.50 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | 9 Months Ended | |
Jan. 27, 2022 | Sep. 30, 2022 | |
Private Placement Warrants | ||
Aggregate purchase price | $ 7,900,000 | |
Private Placement | Private Placement Warrants | ||
Private Placement Warrants | ||
Number of warrants issued | 7,900,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 7,900,000 | |
Warrants to be transferred, assigned or sold, term | 30 days |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 1 Months Ended | 9 Months Ended | ||||
Apr. 01, 2022 USD ($) $ / shares shares | Mar. 10, 2022 USD ($) | Jun. 02, 2021 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Sep. 30, 2022 D $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Related Party Transaction | ||||||
Consideration of shares surrendered for cancellation | $ | $ 0 | |||||
Price per share | $ 10.20 | |||||
Class B ordinary shares | ||||||
Related Party Transaction | ||||||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | ||||
Shares subject to forfeiture | shares | 487,500 | 487,500 | ||||
Consideration of shares surrendered for cancellation | $ | $ 0 | |||||
Founder Shares | ||||||
Related Party Transaction | ||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder Shares | Maximum | ||||||
Related Party Transaction | ||||||
Shares subject to forfeiture | shares | 487,500 | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction | ||||||
Number of shares surrendered for cancellation | shares | 487,500 | |||||
Consideration of shares surrendered for cancellation | $ | $ 0 | |||||
Number of shares transferred | shares | 22,000 | |||||
Fair value | $ | $ 101,640 | |||||
Price per share | $ 4.62 | |||||
Founder Shares | Sponsor | Class B ordinary shares | ||||||
Related Party Transaction | ||||||
Consideration received | $ | $ 25,000 | |||||
Purchase price, per unit | $ 0.007 | |||||
Number of shares issued | shares | 3,737,500 | |||||
Common shares, par value (per share) | $ 0.0001 |
Related Party Transactions - Pr
Related Party Transactions - Promissory Note - Related Party (Details) - USD ($) | 9 Months Ended | |||
Jan. 27, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 02, 2021 | |
Related Party Transaction | ||||
Repayment of promissory note - related party | $ 142,350 | |||
Promissory Note - Related Party | ||||
Related Party Transaction | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Repayment of promissory note - related party | $ 142,350 | |||
Outstanding balance of related party note | $ 0 | $ 101,530 |
Related Party Transactions - Wo
Related Party Transactions - Working Capital Loans (Details) - Working Capital Loans - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction | ||
Working Capital Loans convertible into warrants | $ 1,500,000 | |
Price of warrant | $ 1 | |
Outstanding balance of related party note | $ 0 | $ 0 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 9 Months Ended | |
Jan. 27, 2022 USD ($) shares | Sep. 30, 2022 USD ($) item shares | |
Commitments & Contingencies | ||
Maximum number of demands for registration of securities | item | 3 | |
Deferred underwriting discount | $ | $ 4,550,000 | |
Class A ordinary shares | ||
Commitments & Contingencies | ||
Number of shares in a unit | 1 | |
Underwriting Agreement | ||
Commitments & Contingencies | ||
Underwriters Option Period | 45 days | |
Number of units sold | 1,950,000 | |
Cash underwriting discount, percentage | 2% | |
Underwriter cash discount | $ | $ 2,600,000 | |
Deferred Underwriting Discount, Percentage | 3.50% | |
Deferred underwriting discount | $ | $ 4,550,000 | |
Forward Purchase Agreement | Sponsor Affiliate | ||
Commitments & Contingencies | ||
Number of units sold | 4,000,000 | |
Number of warrants in a unit | 0.50 | |
Gross proceeds from issuance of Units | $ | $ 40,000,000 | |
Number of Units purchased | 4,000,000 | |
Forward Purchase Agreement | Class A ordinary shares | Sponsor Affiliate | ||
Commitments & Contingencies | ||
Number of shares in a unit | 1 |
Shareholder's Deficit - Preferr
Shareholder's Deficit - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Shareholder's Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholder's Deficit - Common
Shareholder's Deficit - Common Stock Shares (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 10, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | ||
Class of Stock | |||||
Number of Founder shares surrendered | 487,500 | ||||
Consideration of shares surrendered for cancellation | $ | $ 0 | ||||
Class A ordinary shares | |||||
Class of Stock | |||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 0 | 0 | |||
Common shares, shares outstanding (in shares) | 0 | 0 | |||
Ratio to be applied to the stock in the conversion | 20 | ||||
Class A ordinary shares subject to possible redemption | |||||
Class of Stock | |||||
Class A common stock subject to possible redemption, outstanding (in shares) | 13,000,000 | 0 | |||
Class A ordinary shares not subject to possible redemption | |||||
Class of Stock | |||||
Common shares, shares issued (in shares) | 0 | 0 | |||
Common shares, shares outstanding (in shares) | 0 | 0 | |||
Class B ordinary shares | |||||
Class of Stock | |||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 3,250,000 | 3,737,500 | [1] | ||
Common shares, shares outstanding (in shares) | 3,250,000 | 3,737,500 | [1] | ||
Shares subject to forfeiture | 487,500 | 487,500 | |||
Consideration of Shares Forfeited | $ | $ 0 | ||||
Ratio to be applied to the stock in the conversion | 20 | ||||
Number of Founder shares surrendered | 487,500 | ||||
Consideration of shares surrendered for cancellation | $ | $ 0 | ||||
[1]This number includes up to 487,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). In March 2022, the Sponsor effected a surrender of the 487,500 founder shares to the Company for no consideration upon expiration of the over-allotment option. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Liabilities, Fair Value Disclosure | |
Warrant liabilities | $ 2,880,000 |
Gain on expiration of overallotment option | $ 390,000 |
Public Warrants | |
Liabilities, Fair Value Disclosure | |
Number of warrants in a unit | shares | 0.50 |
Recurring | |
Liabilities, Fair Value Disclosure | |
Warrant liabilities | $ 2,880,000 |
Recurring | Private Placement Warrants | |
Liabilities, Fair Value Disclosure | |
Warrant liabilities | 1,580,000 |
Recurring | Public Warrants | |
Liabilities, Fair Value Disclosure | |
Warrant liabilities | $ 1,300,000 |
Class A ordinary shares | |
Liabilities, Fair Value Disclosure | |
Number of shares in a unit | shares | 1 |
Level 1 | Recurring | |
Liabilities, Fair Value Disclosure | |
Warrant liabilities | $ 1,300,000 |
Level 1 | Recurring | Public Warrants | |
Liabilities, Fair Value Disclosure | |
Warrant liabilities | 1,300,000 |
Level 2 | Recurring | |
Liabilities, Fair Value Disclosure | |
Warrant liabilities | 1,580,000 |
Level 2 | Recurring | Private Placement Warrants | |
Liabilities, Fair Value Disclosure | |
Warrant liabilities | $ 1,580,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Jan. 27, 2022 Y $ / shares item |
Risk-free interest rate | Binomial Option Pricing Model | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Derivative Liability, Measurement Input | 0.0126 |
Risk-free interest rate | Black-Scholes Model | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Derivative Liability, Measurement Input | 0.0008 |
Expected term (years) | Binomial Option Pricing Model | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Derivative Liability, Measurement Input | Y | 4.5 |
Expected term (years) | Black-Scholes Model | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Derivative Liability, Measurement Input | Y | 0.13 |
Expected volatility | Binomial Option Pricing Model | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Derivative Liability, Measurement Input | 0.150 |
Expected volatility | Black-Scholes Model | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Derivative Liability, Measurement Input | 0.0380 |
Exercise price | Binomial Option Pricing Model | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Derivative Liability, Measurement Input | item | 11.50 |
Exercise price | Black-Scholes Model | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Derivative Liability, Measurement Input | item | 10 |
Stock price | Binomial Option Pricing Model | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Derivative Liability, Measurement Input | $ / shares | 9.62 |
Fair value of overallotment unit | Black-Scholes Model | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Derivative Liability, Measurement Input | 0.20 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | |||
Mar. 10, 2022 | Jan. 27, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Fair value at the Beginning | $ 0 | |||
Level 1 | Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Transfer to Level | (1,592,500) | |||
Level 1 | Public Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Transfer to Level | (1,592,500) | |||
Level 2 | Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Transfer to Level | $ (948,000) | |||
Level 2 | Private Placement Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Transfer to Level | (948,000) | |||
Level 3 | Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Fair value at the Beginning | 1,975,000 | 0 | ||
Initial measurement at January 27, 2022 | $ 10,944,000 | |||
Change in fair value of warrant liabilities | (1,027,000) | (7,376,500) | ||
Fair value at the end | 1,975,000 | |||
Level 3 | Private Placement Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Fair value at the Beginning | 1,975,000 | 0 | ||
Initial measurement at January 27, 2022 | 6,004,000 | |||
Change in fair value of warrant liabilities | $ (1,027,000) | (4,029,000) | ||
Fair value at the end | 1,975,000 | |||
Level 3 | Public Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Fair value at the Beginning | 0 | |||
Initial measurement at January 27, 2022 | 4,940,000 | |||
Change in fair value of warrant liabilities | (3,347,500) | |||
Level 3 | Overallotment Liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Fair value at the Beginning | $ 0 | |||
Initial measurement at January 27, 2022 | $ 390,000 | |||
Expiration of overallotment option on March 10, 2022 | $ (390,000) |