Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 15, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity Registrant Name | ROSE HILL ACQUISITION CORPORATION | |
Entity Central Index Key | 0001870129 | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40900 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 981 Davis Dr NW | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30327 | |
City Area Code | 607 | |
Local Phone Number | 279 2371 | |
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 | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | ROSEU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | ROSE | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 14,375,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | ROSEW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,031,250 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 201,733 | $ 658,747 |
Prepaid expenses and other assets | 212,580 | 369,137 |
Due from affiliates | 25,000 | 25,000 |
Total current assets | 439,313 | 1,052,884 |
NON - CURRENT ASSETS | ||
Prepaid expenses - non-current assets | 0 | 104,905 |
Investments held in Trust Account | 147,502,308 | 146,627,729 |
Total Non - Current Assets | 147,502,308 | 146,732,634 |
TOTAL ASSETS | 147,941,621 | 147,785,518 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 133,543 | 51,264 |
Total current liabilities | 133,543 | 51,264 |
LONG TERM LIABILITIES | ||
Derivative warrant liabilities | 797,250 | 6,528,456 |
Deferred underwriting fee payable | 7,187,500 | 7,187,500 |
Total long term liabilities | 7,984,750 | 13,715,956 |
Total liabilities | 8,118,293 | 13,767,220 |
COMMITMENTS AND CONTINGENCIES (NOTE 6) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 14,375,000 shares at redemption value of $10.26 and $10.20 per share at September 30, 2022 and December 31, 2021, respectively | 147,502,308 | 146,625,000 |
SHAREHOLDER'S DEFICIT | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (7,679,483) | (12,607,205) |
Total shareholder's deficit | (7,678,980) | (12,606,702) |
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDER'S DEFICIT | 147,941,621 | 147,785,518 |
Class A Ordinary Shares [Member] | ||
SHAREHOLDER'S DEFICIT | ||
Ordinary shares | 0 | 0 |
Class B Ordinary shares [Member] | ||
SHAREHOLDER'S DEFICIT | ||
Ordinary shares | $ 503 | $ 503 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDER'S DEFICIT | ||
Ordinary shares subject to possible redemption (in shares) | 19,406,250 | |
SHAREHOLDER'S DEFICIT | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDER'S DEFICIT | ||
Ordinary shares subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption (in shares) | 14,375,000 | 14,375,000 |
Ordinary shares subject to possible redemption, redemption price (in dollars per share) | $ 10.26 | $ 10.2 |
SHAREHOLDER'S DEFICIT | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares,, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued (in shares) | 0 | 0 |
Ordinary shares, shares outstanding (in shares) | 0 | 0 |
Class B Ordinary shares [Member] | ||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDER'S DEFICIT | ||
Ordinary shares subject to possible redemption (in shares) | 5,031,250 | |
SHAREHOLDER'S DEFICIT | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares,, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 5,031,250 | 5,031,250 |
Ordinary shares, shares outstanding (in shares) | 5,031,250 | 5,031,250 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
OPERATING EXPENSES | ||||
General and administrative expenses | $ 190,628 | $ 27,654 | $ 35,135 | $ 801,774 |
Loss from operations | (190,628) | (27,654) | (35,135) | (801,774) |
Other income: | ||||
Earnings on investments held in Trust Account and other interest | 662,697 | 0 | 0 | 875,598 |
Change in fair value of warrants | 2,523,296 | 0 | 0 | 5,731,206 |
Total other income | 3,185,993 | 0 | 0 | 6,606,804 |
Net income (loss) | $ 2,995,365 | $ (27,654) | $ (35,135) | $ 5,805,030 |
Weighted average shares outstanding, basic (in shares) | 19,406,250 | 4,375,000 | 4,375,000 | 19,406,250 |
Weighted average shares outstanding, diluted (in shares) | 19,406,250 | 4,375,000 | 4,375,000 | 19,406,250 |
Class A Ordinary Shares [Member] | ||||
Other income: | ||||
Weighted average shares outstanding, basic (in shares) | 14,375,000 | 0 | 0 | 14,375,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.17 | $ 0 | $ 0 | $ 0.31 |
Weighted average shares outstanding, diluted (in shares) | 14,375,000 | 0 | 0 | 14,375,000 |
Diluted net income (loss) per share (in dollars per share) | $ 0.17 | $ 0 | $ 0 | $ 0.31 |
Class B Ordinary shares [Member] | ||||
Other income: | ||||
Weighted average shares outstanding, basic (in shares) | 5,031,250 | 4,375,000 | 4,375,000 | 5,031,250 |
Basic net income (loss) per share (in dollars per share) | $ 0.12 | $ 0 | $ 0 | $ 0.25 |
Weighted average shares outstanding, diluted (in shares) | 5,031,250 | 4,375,000 | 4,375,000 | 5,031,250 |
Diluted net income (loss) per share (in dollars per share) | $ 0.12 | $ 0 | $ 0 | $ 0.25 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Ordinary Shares [Member] Class A Ordinary Shares Redeemable [Member] | Ordinary Shares [Member] Class B Ordinary Shares Non-Redeemable [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | |
Beginning balance at Mar. 28, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (in shares) at Mar. 28, 2021 | 0 | 0 | ||||
Issuance of Class B ordinary shares to sponsor | $ 0 | $ 503 | 24,497 | 0 | 25,000 | |
Issuance of Class B ordinary shares to sponsor (in shares) | 0 | 5,031,250 | [1] | |||
Net income (loss) | $ 0 | $ 0 | 0 | (7,481) | (7,481) | |
Ending balance at Jun. 30, 2021 | $ 0 | $ 503 | 24,497 | (7,481) | 17,519 | |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 5,031,250 | [1] | |||
Beginning balance at Mar. 28, 2021 | $ 0 | $ 0 | 0 | 0 | 0 | |
Beginning balance (in shares) at Mar. 28, 2021 | 0 | 0 | ||||
Net income (loss) | (35,135) | |||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 503 | 24,497 | (35,135) | (10,135) | |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 5,031,250 | ||||
Beginning balance at Jun. 30, 2021 | $ 0 | $ 503 | 24,497 | (7,481) | 17,519 | |
Beginning balance (in shares) at Jun. 30, 2021 | 0 | 5,031,250 | [1] | |||
Net income (loss) | $ 0 | $ 0 | 0 | (27,654) | (27,654) | |
Ending balance at Sep. 30, 2021 | $ 0 | $ 503 | 24,497 | (35,135) | (10,135) | |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 5,031,250 | ||||
Beginning balance at Dec. 31, 2021 | $ 146,625,000 | $ 503 | 0 | (12,607,205) | (12,606,702) | |
Beginning balance (in shares) at Dec. 31, 2021 | 14,375,000 | 5,031,250 | ||||
Remeasurement of redeemable Class A ordinary shares to redemption value | $ 17,509 | $ 0 | 0 | (17,509) | (17,509) | |
Net income (loss) | 0 | 0 | 0 | 2,681,318 | 2,681,318 | |
Ending balance at Mar. 31, 2022 | $ 146,642,509 | $ 503 | 0 | (9,943,396) | (9,942,893) | |
Ending balance (in shares) at Mar. 31, 2022 | 14,375,000 | 5,031,250 | ||||
Beginning balance at Dec. 31, 2021 | $ 146,625,000 | $ 503 | 0 | (12,607,205) | (12,606,702) | |
Beginning balance (in shares) at Dec. 31, 2021 | 14,375,000 | 5,031,250 | ||||
Net income (loss) | 5,805,030 | |||||
Ending balance at Sep. 30, 2022 | $ 147,502,308 | $ 503 | 0 | (7,679,483) | (7,678,980) | |
Ending balance (in shares) at Sep. 30, 2022 | 14,375,000 | 5,031,250 | ||||
Beginning balance at Mar. 31, 2022 | $ 146,642,509 | $ 503 | 0 | (9,943,396) | (9,942,893) | |
Beginning balance (in shares) at Mar. 31, 2022 | 14,375,000 | 5,031,250 | ||||
Remeasurement of redeemable Class A ordinary shares to redemption value | $ 197,982 | $ 0 | 0 | (197,982) | (197,982) | |
Net income (loss) | 0 | 0 | 0 | 128,347 | 128,347 | |
Ending balance at Jun. 30, 2022 | $ 146,840,491 | $ 503 | 0 | (10,013,031) | (10,012,528) | |
Ending balance (in shares) at Jun. 30, 2022 | 14,375,000 | 5,031,250 | ||||
Remeasurement of redeemable Class A ordinary shares to redemption value | $ 661,817 | $ 0 | 0 | (661,817) | (661,817) | |
Net income (loss) | 0 | 0 | 0 | 2,995,365 | 2,995,365 | |
Ending balance at Sep. 30, 2022 | $ 147,502,308 | $ 503 | $ 0 | $ (7,679,483) | $ (7,678,980) | |
Ending balance (in shares) at Sep. 30, 2022 | 14,375,000 | 5,031,250 | ||||
[1]This number includes an aggregate of up to 656,250 shares of Class B ordinary shares subject to forfeiture if the overallotment option is not exercised in full or in part by the underwriter. The overallotment was subsequently exercised in full (See Note 5). |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) (Parenthetical) - Class B Ordinary Shares [Member] - shares | Sep. 30, 2022 | Jun. 30, 2021 |
Shares subject to forfeiture (in shares) | 0 | |
Over-Allotment Option [Member] | ||
Shares subject to forfeiture (in shares) | 656,250 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (35,135) | $ 5,805,030 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Earnings on investments held in Trust Account | 0 | (874,579) |
Change in fair value of warrants | 0 | (5,731,206) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 0 | 261,462 |
Accounts payable and accrued expenses | 35,135 | 82,279 |
Net cash used in operating activities | 0 | (457,014) |
NET CHANGE IN CASH | 0 | (457,014) |
CASH, BEGINNING OF PERIOD | 0 | 658,747 |
CASH, END OF PERIOD | 0 | 201,733 |
Supplemental disclosure of noncash activities: | ||
Proceeds from notes payable-related party paid directly for deferred offering costs | 163,502 | 0 |
Deferred offering costs included in accrued offering costs and due to affiliates | 236,368 | 0 |
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B ordinary shares | 25,000 | 0 |
Remeasurement of redeemable Class A ordinary shares to redemption value | $ 0 | $ 877,308 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Rose Hill Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on March 29, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022, relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the IPO, the search for a prospective Initial Business Combination. 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 earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on October 13, 2021. On October 18, 2021, the Company consummated the IPO of 12,500,000 units (“Units”) with respect to the Class A ordinary shares included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $125,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,500,000 warrants (“Private Placement Warrants”) at a price of $1.25 per Private Placement Warrant in a private placement to the Company’s sponsor, Rose Hill Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), and J.V.B Financial Group, LLC (“Cohen”) generating gross proceeds of $6,875,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 1,875,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of 18,750,000. Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 600,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $750,000. Offering costs for the IPO and over allotment amounted to $10,580,891, consisting of $2,099,451 (net of $775,549 reimbursed by the underwriters) of underwriting fees, $7,187,500 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $1,293,940 of other costs. As described in Note 6, the $7,187,500 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by January 18, 2023, subject to the terms of the underwriting agreement. Following the closing of the IPO, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants, including the amounts generated from the exercise of the underwriters’ over-allotment option, was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20.The Class A ordinary shares is subject to ASC 480-10-S99.If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A Ordinary shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their shares of Class A Ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by January 18, 2023, 15 months from the closing of the IPO (“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 Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity As of September 30, 2022, the Company had $201,733 in its operating bank accounts, $147,502,308 in cash and securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $305,770. As of September 30, 2022, approximately $875,598 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus(“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on completing the IPO and subsequently identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the statement of 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 Annual Report on Form 10-K, as filed with the SEC for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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 The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $201,733 and $658,747 of cash and no cash equivalents as of September 30, 2022 and December 31, 2021, respectively. Investments Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ partial exercise of the over-allotment option, amounted to $10,580,891 (including $1,312,500 of underwriting fees charged on the over-allotment exercise). Of this amount, $10,030,391 was charged to reduce the carrying amount of Class A Redeemable shares upon the completion of the IPO and $550,500 was expensed due to allocating certain offering costs to the warrant liability. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements 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). 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, 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 or December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features 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) is classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 14,375,000 shares of Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 143,750,000 Less: Proceeds allocated to Public Warrants (6,842,500 ) Class A ordinary shares issuance costs (10,030,391 ) Plus: Accretion of carrying value to redemption value 19,747,891 Class A ordinary shares subject to possible redemption as of December 31 2021 $ 146,625,000 Plus: Remeasurement of Class A ordinary shares to redemption value 17,509 Class A ordinary shares subject to possible redemption, as of March 31, 2022 $ 146,642,509 Plus: Remeasurement of Class A ordinary shares to redemption value 197,982 Class A ordinary shares subject to possible redemption, as of June 30, 2022 $ 146,840,491 Plus: Remeasurement of Class A ordinary shares to redemption value 661,817 Class A ordinary shares subject to possible redemption, as of September 30 2022 $ 147,502,308 Net Income per ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 13,287,500 Ordinary shares at $11.50 per share were issued on October 18, 2021. At September 30, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 13,287,500 potential shares of Class A ordinary shares for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended September 30, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary shares is the same as basic net income per ordinary shares for the period. 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 share. For the three months ended September 30, 2022: Net income $ 2,995,365 Less: Accretion of temporary equity to redemption value (661,817 ) Net income excluding accretion of temporary equity to redemption $ 2,333,548 Class A Class B Total Total number of shares 14,375,000 5,031,250 19,406,250 Ownership percentage 74 % 26 % Total income allocated $ 2,218,789 $ 776,576 $ 2,995,365 Less: Accretion allocated based on ownership percentage (490,235 ) (171,582 ) (661,817 ) Plus: Accretion applicable to Class A redeemable shares 661,817 — 661,817 Total income by class $ 2,390,371 $ 604,994 $ 2,995,365 Weighted Average Shares outstanding 14,375,000 5,031,250 19,406,250 Income per share $ 0.17 $ 0.12 For the nine months ended September 30, 2022: Net income $ 5,805,030 Less: Accretion of temporary equity to redemption value (874,579 ) Net income excluding accretion of temporary equity to redemption $ 4,930,451 Class A Class B Total Total number of shares 14,375,000 5,031,250 19,406,250 Ownership percentage 74 % 26 % Total income allocated $ 4,300,022 $ 1,505,008 $ 5,805,030 Less: Accretion allocated based on ownership percentage (647,836 ) (226,743 ) (874,579 ) Plus: Accretion applicable to Class A redeemable shares 874,579 — 874,579 Total income by class $ 4,526,765 $ 1,278,265 $ 5,805,030 Weighted Average Shares outstanding 14,375,000 5,031,250 19,406,250 Income per share $ 0.31 $ 0.25 For the three months ended September 30, 2021: Net loss $ (27,654 ) Less: Accretion of temporary equity to redemption value — Net loss excluding accretion of temporary equity to redemption $ (27,654 ) Class A Class B Total Total number of shares — 4,375,000 4,375,000 Ownership percentage 0 % 100 % Total loss allocated $ — $ (27,654 ) $ (27,654 ) Less: Accretion allocated based on ownership percentage — — — Plus: Accretion applicable to Class A redeemable shares — — — Total loss by class $ — $ (27,654 ) $ (27,654 ) Weighted Average Shares outstanding — 4,375,000 4,375,000 Loss per share $ — $ (0.00 ) For the period from March 29, 2021 (inception) through September 30, 2021: Net loss $ (35,135 ) Less: Accretion of temporary equity to redemption value — Net loss excluding accretion of temporary equity to redemption $ (35,135 ) Class A Class B Total Total number of shares — 4,375,000 4,375,000 Ownership percentage 0 % 100 % Total loss allocated $ — $ (35,135 ) $ (35,135 ) Less: Accretion allocated based on ownership percentage — — — Plus: Accretion applicable to Class A redeemable shares — — — Total loss by class $ — $ (35,135 ) $ (35,135 ) Weighted Average Shares outstanding — 4,375,000 4,375,000 Loss per share $ — $ (0.00 ) Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement |
Initial Public Offering and Ove
Initial Public Offering and Over-Allotment | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering and Over-Allotment [Abstract] | |
Initial Public Offering and Over-Allotment | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 14,375,000 units (including 1,875,000 units as part of the underwriters’ exercise of the over-allotment option) at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares (such shares of Class A Ordinary shares included in the Units being offered, the “Public Shares”), and one-half |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 4 — Private Placement Warrants On October 18, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 6,100,000 warrants (the “Placement Warrants”) in a private placement transaction at a price of $1.25 per Placement Warrant, generating gross proceeds of $7,625,000. The Placement Warrants were purchased by Cantor (805,000 Placement Warrants), Cohen (345,000 Placement Warrants) and Sponsor (4,950,000 Placement Warrants). Each whole Placement Warrant will be exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On June 15, 2021, the Sponsor purchased 5,031,250 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 (“Class B ordinary shares”) for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 8. Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment, at any time. The Initial Shareholders agreed to forfeit up to 656,250 Founder Shares to the extent that the 45-day over-allotment option was not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in full, the Sponsor did not forfeit any Founder Shares. The Initial Shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, 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 (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Related Party Loans On June 15, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of September 30, 2022 or the completion of the IPO. At September 30, 2022, and December 31, 2021 the Company had no outstanding borrowings under the Note. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.25 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. Support Services The Company intends to pay for services related to office space, administrative and support services up to $10,000 per month following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation. As of September 30, 2022, $117,000 has been accrued and paid under this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A ordinary shares) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,875,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On October 18, 2021, the underwriters fully exercised their over-allotment option and purchased 1,875,000 units at $10.00 per unit. The underwriters were paid a cash underwriting discount of $0.20 per unit, or $2,875,000 in the aggregate at the closing of the IPO (which includes $375,000 related to the exercise of the over-allotment option), of which $775,549 was reimbursed to the Company to pay for additional advisors and expenses. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.50 per unit, or $7,187,500 (which includes $937,500 related to the exercise of the over-allotment option) from the closing of the IPO. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholder's Equity
Shareholder's Equity | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders' Equity [Abstract] | |
Shareholder's Equity | Note 7 — Shareholders’ Equity Ordinary shares Class A Ordinary shares Class B Ordinary shares Holders of shares of Class A ordinary shares and shares of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders. The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the IPO plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time. Preference Shares |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | Note 8 — Warrant Liabilities Warrants — Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period”; and • if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor, Canto, Cohen or their permitted transferees. The “fair market value” of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. Any redemption of the warrants for Class A ordinary shares will apply to both the public warrants and the private placement warrants. No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled “Description of Securities — Warrants — Public Shareholders’ Warrants” for additional information. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the shares of Ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of ordinary shares or equity-linked securities. The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815 — 40, and thus the Private Placement Warrants are not considered indexed to the Company’s own share and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon issuance of the warrants at the closing of the IPO. Accordingly, the Company classified each warrant as a liability at its fair value. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $147,502,308 and $146,627,729, respectively, in cash in U.S. Treasury Securities mutual funds. At September 30, 2022 and December 31, 2021, there were 7,187,500 Public Warrants and 6,100,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SEPTEMBER 30, 2022: Level 1 Level 2 Level 3 Assets: U.S. Treasury Securities $ 147,502,308 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 431,250 $ — $ — Warrant Liability - Private Warrants $ — $ 366,000 $ — DECEMBER 31, 2021: Level 1 Level 2 Level 3 Assets: U.S. Treasury Securities $ 146,627,729 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 3,521,156 $ — $ — Warrant Liability - Private Warrants $ — $ — $ 3,007,300 The Company has determined that warrants issued in connection with its IPO in October 2021 are subject to treatment as a liability. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. At September 30, 2022 and December 31, 2021 the fair value of the Public Warrants was based on quoted market prices in an active market. At December 31, 2021, the fair value of the Private Warrants was determined using a Monte Carlo simulation model. The key assumptions in the pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank check’ companies that recently went public in 2021. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be nine months until the close of a Business Combination, and the contractual five-year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. At September 30, 2022 and December 31, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $0.06 and $0.49 at September 30, 2022 and December 31, 2021, respectively. The fair value of the Public Warrants issued in connection with the IPO and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the IPO have been measured based on the listed market price of such warrants since December 6, 2021. The fair value of the Private Placement Warrants has subsequently been measured by reference to the trading price of the Public Warrants, which is considered to be a Level 2 fair value measurement. The warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2021. The change in volatility is due to changes in the comparable companies, mainly the inclusion of the value of the Company’s Public Warrants since the closing of the IPO. December 31, 2021 Share Price $ 9.92 Exercise Price $ 11.50 Redemption trigger price $ 18.00 Term (years) 5.79 Probability of Acquisition 100.00 % Volatility 8.2 % Risk Free Rate 1.32 % Dividend Yield 0 The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from March 29, 2021 (inception) through September 30, 2022 is summarized as follows: Derivative warrant liabilities at March 29, 2021 (inception) $ — Issuance of Private Warrants—Level 3 measurements 5,843,800 Change in fair value of derivative warrant liabilities with Level 3 inputs (2,836,500 ) Derivative warrant liabilities at December 31, 2021 with Level 3 inputs $ 3,007,300 Transfer out of level 3 (3,007,300 ) Derivative warrant liabilities at September 30, 2022 with Level 3 inputs $ — At September 30, 2022 and December 31, 2021, the fair value of the Public and Private Warrants was $0.06 and $0.49, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the financial statements. Business Combination Agreement As previously disclosed on Form 8-K on October 20, 2022, the Company entered into a Business Combination Agreement by and among, Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (“Prize”) and Alejandro García Huidobro Empresario Individual (“AGH”) for certain limited purposes (as may be amended and/or restated from time to time, the “Business Combination Agreement”). Extension Proposal As promptly as reasonably practicable, and in any event no later than twenty-five |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the statement of 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 Annual Report on Form 10-K, as filed with the SEC for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $201,733 and $658,747 of cash and no cash equivalents as of September 30, 2022 and December 31, 2021, respectively. |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ partial exercise of the over-allotment option, amounted to $10,580,891 (including $1,312,500 of underwriting fees charged on the over-allotment exercise). Of this amount, $10,030,391 was charged to reduce the carrying amount of Class A Redeemable shares upon the completion of the IPO and $550,500 was expensed due to allocating certain offering costs to the warrant liability. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value Measurements | Fair Value Measurements 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). 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, 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 or December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features 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) is classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 14,375,000 shares of Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 143,750,000 Less: Proceeds allocated to Public Warrants (6,842,500 ) Class A ordinary shares issuance costs (10,030,391 ) Plus: Accretion of carrying value to redemption value 19,747,891 Class A ordinary shares subject to possible redemption as of December 31 2021 $ 146,625,000 Plus: Remeasurement of Class A ordinary shares to redemption value 17,509 Class A ordinary shares subject to possible redemption, as of March 31, 2022 $ 146,642,509 Plus: Remeasurement of Class A ordinary shares to redemption value 197,982 Class A ordinary shares subject to possible redemption, as of June 30, 2022 $ 146,840,491 Plus: Remeasurement of Class A ordinary shares to redemption value 661,817 Class A ordinary shares subject to possible redemption, as of September 30 2022 $ 147,502,308 |
Net Income per ordinary Share | Net Income per ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 13,287,500 Ordinary shares at $11.50 per share were issued on October 18, 2021. At September 30, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 13,287,500 potential shares of Class A ordinary shares for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended September 30, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary shares is the same as basic net income per ordinary shares for the period. 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 share. For the three months ended September 30, 2022: Net income $ 2,995,365 Less: Accretion of temporary equity to redemption value (661,817 ) Net income excluding accretion of temporary equity to redemption $ 2,333,548 Class A Class B Total Total number of shares 14,375,000 5,031,250 19,406,250 Ownership percentage 74 % 26 % Total income allocated $ 2,218,789 $ 776,576 $ 2,995,365 Less: Accretion allocated based on ownership percentage (490,235 ) (171,582 ) (661,817 ) Plus: Accretion applicable to Class A redeemable shares 661,817 — 661,817 Total income by class $ 2,390,371 $ 604,994 $ 2,995,365 Weighted Average Shares outstanding 14,375,000 5,031,250 19,406,250 Income per share $ 0.17 $ 0.12 For the nine months ended September 30, 2022: Net income $ 5,805,030 Less: Accretion of temporary equity to redemption value (874,579 ) Net income excluding accretion of temporary equity to redemption $ 4,930,451 Class A Class B Total Total number of shares 14,375,000 5,031,250 19,406,250 Ownership percentage 74 % 26 % Total income allocated $ 4,300,022 $ 1,505,008 $ 5,805,030 Less: Accretion allocated based on ownership percentage (647,836 ) (226,743 ) (874,579 ) Plus: Accretion applicable to Class A redeemable shares 874,579 — 874,579 Total income by class $ 4,526,765 $ 1,278,265 $ 5,805,030 Weighted Average Shares outstanding 14,375,000 5,031,250 19,406,250 Income per share $ 0.31 $ 0.25 For the three months ended September 30, 2021: Net loss $ (27,654 ) Less: Accretion of temporary equity to redemption value — Net loss excluding accretion of temporary equity to redemption $ (27,654 ) Class A Class B Total Total number of shares — 4,375,000 4,375,000 Ownership percentage 0 % 100 % Total loss allocated $ — $ (27,654 ) $ (27,654 ) Less: Accretion allocated based on ownership percentage — — — Plus: Accretion applicable to Class A redeemable shares — — — Total loss by class $ — $ (27,654 ) $ (27,654 ) Weighted Average Shares outstanding — 4,375,000 4,375,000 Loss per share $ — $ (0.00 ) For the period from March 29, 2021 (inception) through September 30, 2021: Net loss $ (35,135 ) Less: Accretion of temporary equity to redemption value — Net loss excluding accretion of temporary equity to redemption $ (35,135 ) Class A Class B Total Total number of shares — 4,375,000 4,375,000 Ownership percentage 0 % 100 % Total loss allocated $ — $ (35,135 ) $ (35,135 ) Less: Accretion allocated based on ownership percentage — — — Plus: Accretion applicable to Class A redeemable shares — — — Total loss by class $ — $ (35,135 ) $ (35,135 ) Weighted Average Shares outstanding — 4,375,000 4,375,000 Loss per share $ — $ (0.00 ) |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | At September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 143,750,000 Less: Proceeds allocated to Public Warrants (6,842,500 ) Class A ordinary shares issuance costs (10,030,391 ) Plus: Accretion of carrying value to redemption value 19,747,891 Class A ordinary shares subject to possible redemption as of December 31 2021 $ 146,625,000 Plus: Remeasurement of Class A ordinary shares to redemption value 17,509 Class A ordinary shares subject to possible redemption, as of March 31, 2022 $ 146,642,509 Plus: Remeasurement of Class A ordinary shares to redemption value 197,982 Class A ordinary shares subject to possible redemption, as of June 30, 2022 $ 146,840,491 Plus: Remeasurement of Class A ordinary shares to redemption value 661,817 Class A ordinary shares subject to possible redemption, as of September 30 2022 $ 147,502,308 |
Basic and Diluted Net Income Per Share | 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 share. For the three months ended September 30, 2022: Net income $ 2,995,365 Less: Accretion of temporary equity to redemption value (661,817 ) Net income excluding accretion of temporary equity to redemption $ 2,333,548 Class A Class B Total Total number of shares 14,375,000 5,031,250 19,406,250 Ownership percentage 74 % 26 % Total income allocated $ 2,218,789 $ 776,576 $ 2,995,365 Less: Accretion allocated based on ownership percentage (490,235 ) (171,582 ) (661,817 ) Plus: Accretion applicable to Class A redeemable shares 661,817 — 661,817 Total income by class $ 2,390,371 $ 604,994 $ 2,995,365 Weighted Average Shares outstanding 14,375,000 5,031,250 19,406,250 Income per share $ 0.17 $ 0.12 For the nine months ended September 30, 2022: Net income $ 5,805,030 Less: Accretion of temporary equity to redemption value (874,579 ) Net income excluding accretion of temporary equity to redemption $ 4,930,451 Class A Class B Total Total number of shares 14,375,000 5,031,250 19,406,250 Ownership percentage 74 % 26 % Total income allocated $ 4,300,022 $ 1,505,008 $ 5,805,030 Less: Accretion allocated based on ownership percentage (647,836 ) (226,743 ) (874,579 ) Plus: Accretion applicable to Class A redeemable shares 874,579 — 874,579 Total income by class $ 4,526,765 $ 1,278,265 $ 5,805,030 Weighted Average Shares outstanding 14,375,000 5,031,250 19,406,250 Income per share $ 0.31 $ 0.25 For the three months ended September 30, 2021: Net loss $ (27,654 ) Less: Accretion of temporary equity to redemption value — Net loss excluding accretion of temporary equity to redemption $ (27,654 ) Class A Class B Total Total number of shares — 4,375,000 4,375,000 Ownership percentage 0 % 100 % Total loss allocated $ — $ (27,654 ) $ (27,654 ) Less: Accretion allocated based on ownership percentage — — — Plus: Accretion applicable to Class A redeemable shares — — — Total loss by class $ — $ (27,654 ) $ (27,654 ) Weighted Average Shares outstanding — 4,375,000 4,375,000 Loss per share $ — $ (0.00 ) For the period from March 29, 2021 (inception) through September 30, 2021: Net loss $ (35,135 ) Less: Accretion of temporary equity to redemption value — Net loss excluding accretion of temporary equity to redemption $ (35,135 ) Class A Class B Total Total number of shares — 4,375,000 4,375,000 Ownership percentage 0 % 100 % Total loss allocated $ — $ (35,135 ) $ (35,135 ) Less: Accretion allocated based on ownership percentage — — — Plus: Accretion applicable to Class A redeemable shares — — — Total loss by class $ — $ (35,135 ) $ (35,135 ) Weighted Average Shares outstanding — 4,375,000 4,375,000 Loss per share $ — $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SEPTEMBER 30, 2022: Level 1 Level 2 Level 3 Assets: U.S. Treasury Securities $ 147,502,308 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 431,250 $ — $ — Warrant Liability - Private Warrants $ — $ 366,000 $ — DECEMBER 31, 2021: Level 1 Level 2 Level 3 Assets: U.S. Treasury Securities $ 146,627,729 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 3,521,156 $ — $ — Warrant Liability - Private Warrants $ — $ — $ 3,007,300 |
Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2021. The change in volatility is due to changes in the comparable companies, mainly the inclusion of the value of the Company’s Public Warrants since the closing of the IPO. December 31, 2021 Share Price $ 9.92 Exercise Price $ 11.50 Redemption trigger price $ 18.00 Term (years) 5.79 Probability of Acquisition 100.00 % Volatility 8.2 % Risk Free Rate 1.32 % Dividend Yield 0 |
Changes in Fair Value of Level 3 Warrant Liabilities | The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from March 29, 2021 (inception) through September 30, 2022 is summarized as follows: Derivative warrant liabilities at March 29, 2021 (inception) $ — Issuance of Private Warrants—Level 3 measurements 5,843,800 Change in fair value of derivative warrant liabilities with Level 3 inputs (2,836,500 ) Derivative warrant liabilities at December 31, 2021 with Level 3 inputs $ 3,007,300 Transfer out of level 3 (3,007,300 ) Derivative warrant liabilities at September 30, 2022 with Level 3 inputs $ — |
Description of Organization a_2
Description of Organization and Business Operations, Summary (Details) | 9 Months Ended | 12 Months Ended | |
Oct. 18, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) Business $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Description of Organization and Business Operations [Abstract] | |||
Deferred underwriting commissions | $ 7,187,500 | ||
Payments to acquire marketable securities | $ 146,625,000 | ||
Cash deposited in trust account per unit (in dollars per share) | $ / shares | $ 10.2 | ||
Term of restricted investments | 180 days | ||
Net tangible assets threshold for redeeming Public Shares | $ 5,000,001 | ||
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period | 100% | ||
Period to complete business combination after closing of initial public offering | 15 months | ||
Period to redeem public shares if business combination is not completed within initial combination period | 10 days | ||
Minimum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Number of operating businesses included in initial business combination | Business | 1 | ||
Fair market value as percentage of net assets held in trust account included in initial business combination | 80% | ||
Post-transaction ownership percentage of the target business | 50% | ||
Maximum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Percentage of public shares that can be redeemed without prior consent | 15% | ||
Interest from trust account that can be held to pay dissolution expenses | $ 100,000 | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Warrants issued (in shares) | shares | 5,500,000 | ||
Gross proceeds from private placement | $ 6,875,000 | ||
Class A Ordinary Shares [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Temporary equity redemption price per share (in dollars per share) | $ / shares | $ 10.26 | $ 10.2 | |
IPO [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 12,500,000 | ||
Shares price (in dollars per share) | $ / shares | $ 10 | ||
Gross proceeds from initial public offering | $ 125,000,000 | ||
Offering costs | 10,580,891 | ||
Payments for underwriting expense | 2,099,451 | ||
Reimbursement of offering costs received from the underwriters | 775,549 | ||
Deferred underwriting commissions | 7,187,500 | ||
Other offering costs | $ 1,293,940 | ||
Temporary equity redemption price per share (in dollars per share) | $ / shares | $ 10.2 | ||
IPO [Member] | Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Shares price (in dollars per share) | $ / shares | $ 11.5 | ||
Warrants issued (in shares) | shares | 13,287,500 | ||
IPO [Member] | Class A Ordinary Shares [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Gross proceeds from initial public offering | $ 143,750,000 | ||
Proceeds from issuance of warrants | $ 6,842,500 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 1,875,000 | ||
Shares price (in dollars per share) | $ / shares | $ 10 | ||
Proceeds from issuance of common stock | $ 18,750,000 | ||
Deferred underwriting commissions | $ 937,500 | ||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Warrants issued (in shares) | shares | 600,000 | ||
Proceeds from issuance of warrants | $ 750,000 | ||
Over-Allotment Option [Member] | Class A Ordinary Shares [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Stock issued during period (in shares) | shares | 1,875,000 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Shares price (in dollars per share) | $ / shares | $ 1.25 | ||
Warrants issued (in shares) | shares | 6,100,000 | ||
Proceeds from issuance of warrants | $ 7,625,000 |
Description of Organization a_3
Description of Organization and Business Operations, Going Concern and Liquidity (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Going Concern and Liquidity [Abstract] | ||
Cash at bank | $ 201,733 | $ 658,747 |
Assets held-in-trust | 147,502,308 | $ 146,627,729 |
Working capital | 305,770 | |
Amount in Trust Account representing interest income | $ 875,598 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 201,733 | $ 658,747 |
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Offering Costs associated with the Initial Public Offering (Details) - Initial Public Offering [Member] - USD ($) | Oct. 18, 2021 | Dec. 31, 2021 |
Offering Costs associated with the Initial Public Offering [Abstract] | ||
Offering costs | $ 10,580,891 | |
Underwriting fees | 1,312,500 | |
Offering costs allocated to warrant liability | 550,500 | |
Class A Ordinary Shares [Member] | ||
Offering Costs associated with the Initial Public Offering [Abstract] | ||
Offering costs | $ 10,030,391 | $ 10,030,391 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 18, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock Subject To Possible Redemption [Abstract] | ||||||||
Class A ordinary shares subject to possible redemption (in shares) | 19,406,250 | 4,375,000 | 4,375,000 | 19,406,250 | ||||
Reconciliation Of Common Stock Subject To Possible Redemption [Abstract] | ||||||||
Plus: Accretion of carrying value to redemption value | $ 661,817 | $ 0 | $ 0 | $ 874,579 | ||||
Class A ordinary shares subject to possible redemption | $ 147,502,308 | $ 147,502,308 | $ 146,625,000 | |||||
Class A Ordinary Shares [Member] | ||||||||
Common Stock Subject To Possible Redemption [Abstract] | ||||||||
Class A ordinary shares subject to possible redemption (in shares) | 14,375,000 | 0 | 0 | 14,375,000 | 14,375,000 | |||
Reconciliation Of Common Stock Subject To Possible Redemption [Abstract] | ||||||||
Plus: Accretion of carrying value to redemption value | $ 661,817 | $ 0 | $ 0 | $ 874,579 | ||||
IPO [Member] | ||||||||
Reconciliation Of Common Stock Subject To Possible Redemption [Abstract] | ||||||||
Gross proceeds | $ 125,000,000 | |||||||
Class A ordinary shares issuance costs | (10,580,891) | |||||||
IPO [Member] | Class A Ordinary Shares [Member] | ||||||||
Reconciliation Of Common Stock Subject To Possible Redemption [Abstract] | ||||||||
Gross proceeds | $ 143,750,000 | |||||||
Less: Proceeds allocated to Public Warrants | (6,842,500) | |||||||
Class A ordinary shares issuance costs | $ (10,030,391) | (10,030,391) | ||||||
Plus: Accretion of carrying value to redemption value | 661,817 | $ 197,982 | $ 17,509 | 19,747,891 | ||||
Class A ordinary shares subject to possible redemption | $ 147,502,308 | $ 146,840,491 | $ 146,642,509 | $ 147,502,308 | $ 146,625,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies, Net Income per ordinary Share (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 18, 2021 $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) Class $ / shares shares | Dec. 31, 2021 USD ($) shares | |
Net Income Per Ordinary Share [Abstract] | |||||||||
Number of share classes reported | Class | 2 | ||||||||
Net income (loss) | $ 2,995,365 | $ 128,347 | $ 2,681,318 | $ (27,654) | $ (7,481) | $ (35,135) | $ 5,805,030 | ||
Less: Accretion of temporary equity to redemption value | (661,817) | 0 | 0 | (874,579) | |||||
Net income excluding accretion of temporary equity to redemption | $ 2,333,548 | $ (27,654) | $ (35,135) | $ 4,930,451 | |||||
Total number of shares (in shares) | shares | 19,406,250 | 4,375,000 | 4,375,000 | 19,406,250 | |||||
Total income allocated | $ 2,995,365 | $ (27,654) | $ (35,135) | $ 5,805,030 | |||||
Less: Accretion allocated based on ownership percentage | (661,817) | 0 | 0 | (874,579) | |||||
Plus: Accretion applicable to Class A redeemable shares | 661,817 | 0 | 0 | 874,579 | |||||
Total income (loss) by class | $ 2,995,365 | $ (27,654) | $ (35,135) | $ 5,805,030 | |||||
Weighted average shares outstanding, basic (in shares) | shares | 19,406,250 | 4,375,000 | 4,375,000 | 19,406,250 | |||||
Weighted average shares outstanding, diluted (in shares) | shares | 19,406,250 | 4,375,000 | 4,375,000 | 19,406,250 | |||||
Public Warrants [Member] | |||||||||
Net Income Per Ordinary Share [Abstract] | |||||||||
Number of shares issued upon exercise of warrant (in shares) | shares | 0 | 0 | |||||||
Private Placement Warrants [Member] | |||||||||
Net Income Per Ordinary Share [Abstract] | |||||||||
Warrants issued (in shares) | shares | 5,500,000 | ||||||||
Number of shares issued upon exercise of warrant (in shares) | shares | 0 | 0 | |||||||
Class A Ordinary Shares [Member] | |||||||||
Net Income Per Ordinary Share [Abstract] | |||||||||
Total number of shares (in shares) | shares | 14,375,000 | 0 | 0 | 14,375,000 | 14,375,000 | ||||
Ownership percentage | 74% | 0% | 0% | 74% | |||||
Total income allocated | $ 2,218,789 | $ 0 | $ 0 | $ 4,300,022 | |||||
Less: Accretion allocated based on ownership percentage | (490,235) | 0 | 0 | (647,836) | |||||
Plus: Accretion applicable to Class A redeemable shares | 661,817 | 0 | 0 | 874,579 | |||||
Total income (loss) by class | $ 2,390,371 | $ 0 | $ 0 | $ 4,526,765 | |||||
Weighted average shares outstanding, basic (in shares) | shares | 14,375,000 | 0 | 0 | 14,375,000 | |||||
Weighted average shares outstanding, diluted (in shares) | shares | 14,375,000 | 0 | 0 | 14,375,000 | |||||
Income (loss) per share, basic (in dollars per share) | $ / shares | $ 0.17 | $ 0 | $ 0 | $ 0.31 | |||||
Income (loss) per share, diluted (in dollars per share) | $ / shares | $ 0.17 | $ 0 | $ 0 | $ 0.31 | |||||
Class B Ordinary Shares [Member] | |||||||||
Net Income Per Ordinary Share [Abstract] | |||||||||
Total number of shares (in shares) | shares | 5,031,250 | 4,375,000 | 4,375,000 | 5,031,250 | |||||
Ownership percentage | 26% | 100% | 100% | 26% | |||||
Total income allocated | $ 776,576 | $ (27,654) | $ (35,135) | $ 1,505,008 | |||||
Less: Accretion allocated based on ownership percentage | (171,582) | 0 | 0 | (226,743) | |||||
Plus: Accretion applicable to Class A redeemable shares | 0 | 0 | 0 | 0 | |||||
Total income (loss) by class | $ 604,994 | $ (27,654) | $ (35,135) | $ 1,278,265 | |||||
Weighted average shares outstanding, basic (in shares) | shares | 5,031,250 | 4,375,000 | 4,375,000 | 5,031,250 | |||||
Weighted average shares outstanding, diluted (in shares) | shares | 5,031,250 | 4,375,000 | 4,375,000 | 5,031,250 | |||||
Income (loss) per share, basic (in dollars per share) | $ / shares | $ 0.12 | $ 0 | $ 0 | $ 0.25 | |||||
Income (loss) per share, diluted (in dollars per share) | $ / shares | $ 0.12 | $ 0 | $ 0 | $ 0.25 | |||||
IPO [Member] | |||||||||
Net Income Per Ordinary Share [Abstract] | |||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||
IPO [Member] | Public Warrants [Member] | |||||||||
Net Income Per Ordinary Share [Abstract] | |||||||||
Warrants issued (in shares) | shares | 13,287,500 | ||||||||
Share price (in dollars per share) | $ / shares | $ 11.5 | ||||||||
IPO [Member] | Private Placement Warrants [Member] | |||||||||
Net Income Per Ordinary Share [Abstract] | |||||||||
Warrants issued (in shares) | shares | 13,287,500 | ||||||||
Share price (in dollars per share) | $ / shares | $ 11.5 | ||||||||
IPO [Member] | Class A Ordinary Shares [Member] | |||||||||
Net Income Per Ordinary Share [Abstract] | |||||||||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | ||||||||
Plus: Accretion applicable to Class A redeemable shares | $ 661,817 | $ 197,982 | $ 17,509 | $ 19,747,891 |
Initial Public Offering and O_2
Initial Public Offering and Over-Allotment (Details) - $ / shares | Oct. 18, 2021 | Sep. 30, 2022 |
Public Warrants [Member] | ||
Initial Public Offering and Over-Allotment [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 0 | |
Initial Public Offering [Member] | ||
Initial Public Offering and Over-Allotment [Abstract] | ||
Units issued (in shares) | 12,500,000 | |
Share price (in dollars per share) | $ 10 | |
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||
Initial Public Offering and Over-Allotment [Abstract] | ||
Number of securities included in each unit (in shares) | 1 | |
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Initial Public Offering and Over-Allotment [Abstract] | ||
Units issued (in shares) | 14,375,000 | |
Share price (in dollars per share) | $ 10 | |
Initial Public Offering [Member] | Public Warrants [Member] | ||
Initial Public Offering and Over-Allotment [Abstract] | ||
Share price (in dollars per share) | $ 11.5 | |
Number of securities included in each unit (in shares) | 0.50 | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Over-Allotment Option [Member] | ||
Initial Public Offering and Over-Allotment [Abstract] | ||
Units issued (in shares) | 1,875,000 | |
Share price (in dollars per share) | $ 10 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Initial Public Offering and Over-Allotment [Abstract] | ||
Units issued (in shares) | 1,875,000 | |
Share price (in dollars per share) | $ 10 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - Private Placement Warrants [Member] - USD ($) | Oct. 18, 2021 | Sep. 30, 2022 |
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 5,500,000 | |
Number of shares issued upon exercise of warrant (in shares) | 0 | |
Private Placement [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 6,100,000 | |
Share price (in dollars per share) | $ 1.25 | |
Gross proceeds from issuance of warrants | $ 7,625,000 | |
Private Placement [Member] | Cantor [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 805,000 | |
Private Placement [Member] | Cohen [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 345,000 | |
Private Placement [Member] | Sponsor [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 4,950,000 | |
Class A Ordinary Shares [Member] | Private Placement [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.5 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | 9 Months Ended | ||||
Oct. 18, 2021 | Jun. 15, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Over-Allotment Option [Member] | |||||
Founder Shares [Abstract] | |||||
Proceeds from issuance of common stock | $ 18,750,000 | ||||
Class A Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Class A Ordinary Shares [Member] | Minimum [Member] | |||||
Founder Shares [Abstract] | |||||
Share price (in dollars per share) | $ 12 | ||||
Period after initial business combination | 150 days | ||||
Class B Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Shares subject to forfeiture (in shares) | 0 | ||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||
Founder Shares [Abstract] | |||||
Shares subject to forfeiture (in shares) | 656,250 | ||||
Sponsor [Member] | |||||
Founder Shares [Abstract] | |||||
Holding period for transfer, assignment or sale of founder shares | 1 year | ||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||
Founder Shares [Abstract] | |||||
Option vesting period | 45 days | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Issuance of ordinary shares (in shares) | 5,031,250 | ||||
Common stock par value (in dollars per share) | $ 0.0001 | ||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | Maximum [Member] | |||||
Founder Shares [Abstract] | |||||
Shares subject to forfeiture (in shares) | 656,250 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Jun. 15, 2021 | |
Sponsor [Member] | Promissory Note [Member] | |||
Related Party Loans [Abstract] | |||
Aggregate maximum loan amount | $ 300,000 | ||
Borrowing outstanding | $ 0 | $ 0 | |
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | |||
Related Party Loans [Abstract] | |||
Borrowing outstanding | $ 0 | $ 0 | |
Conversion price (in dollars per share) | $ 1.25 | ||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member] | |||
Related Party Loans [Abstract] | |||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 |
Related Party Transactions, Sup
Related Party Transactions, Support Services (Details) - Sponsor [Member] - Administrative Services Agreement [Member] | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Support Services [Abstract] | |
Monthly expenses | $ 10,000 |
Accrued expenses | $ 117,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
Oct. 18, 2021 | Sep. 30, 2022 | |
Underwriting Agreement [Abstract] | ||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |
Additional Units that can be purchased to cover over-allotments (in shares) | 1,875,000 | |
Underwriting discount (in dollars per share) | $ 0.2 | |
Underwriting discount | $ 2,875,000 | |
Reimbursement of additional advisors and expenses paid | $ 775,549 | |
Deferred underwriting commissions per Unit (in dollars per share) | $ 0.5 | |
Deferred underwriting commissions | $ 7,187,500 | |
Over-Allotment Option [Member] | ||
Underwriting Agreement [Abstract] | ||
Units issued (in shares) | 1,875,000 | |
Share price (in dollars per share) | $ 10 | |
Underwriting discount | $ 375,000 | |
Deferred underwriting commissions | $ 937,500 |
Shareholder's Equity, Ordinary
Shareholder's Equity, Ordinary Shares (Details) | 9 Months Ended | ||
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Sep. 30, 2021 shares | |
Stockholders' Equity Note [Abstract] | |||
Ordinary shares subject to possible redemption (in shares) | 19,406,250 | 4,375,000 | |
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Stock conversion basis of Class B to Class A ordinary shares at time of initial Business Combination | 1 | ||
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20% | ||
Class A Ordinary Shares [Member] | |||
Stockholders' Equity Note [Abstract] | |||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 0 | 0 | |
Common stock, shares outstanding (in shares) | 0 | 0 | |
Ordinary shares subject to possible redemption (in shares) | 14,375,000 | 14,375,000 | 0 |
Class B Ordinary Shares [Member] | |||
Stockholders' Equity Note [Abstract] | |||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 5,031,250 | 5,031,250 | |
Common stock, shares outstanding (in shares) | 5,031,250 | 5,031,250 | |
Ordinary shares subject to possible redemption (in shares) | 5,031,250 | 4,375,000 | |
Shares subject to forfeiture (in shares) | 0 | ||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Number of votes per share | Vote | 1 |
Shareholder's Equity, Preferenc
Shareholder's Equity, Preference Shares (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Shareholders' Deficit [Abstract] | ||
Preference shares, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Preferred Stock [Member] | ||
Shareholders' Deficit [Abstract] | ||
Preference shares, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Class A Ordinary Shares [Member] | |
Warrants Liability [Abstract] | |
Threshold trading days | 20 days |
Threshold consecutive trading days | 30 days |
Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants Liability [Abstract] | |
Share price (in dollars per share) | $ 12 |
Public Warrants [Member] | |
Warrants Liability [Abstract] | |
Period to exercise warrants after business combination | 30 days |
Expiration period of warrants | 5 years |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |
Warrants Liability [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Redemption period | 30 days |
Threshold trading days | 20 days |
Threshold consecutive trading days | 30 days |
Threshold period before sending notice period | 3 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Minimum [Member] | |
Warrants Liability [Abstract] | |
Notice period to redeem warrants | 30 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | |
Warrants Liability [Abstract] | |
Trading day period to calculate volume weighted average trading price following notice of redemption | 10 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants Liability [Abstract] | |
Share price (in dollars per share) | $ 18 |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | |
Warrants Liability [Abstract] | |
Percentage multiplier | 115% |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | |
Warrants Liability [Abstract] | |
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60% |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | |
Warrants Liability [Abstract] | |
Trading day period to calculate volume weighted average trading price | 20 days |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | |
Warrants Liability [Abstract] | |
Share price (in dollars per share) | $ 9.2 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets that are Measured at Fair Value on a Recurring Basis (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 147,502,308 | $ 146,627,729 |
Liabilities: [Abstract] | ||
Expected term | 9 months | |
Contractual term | 5 years | |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Outstanding (in shares) | 7,187,500 | 7,187,500 |
Liabilities: [Abstract] | ||
Fair value per share (in dollars per share) | $ 0.06 | $ 0.49 |
Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Outstanding (in shares) | 6,100,000 | 6,100,000 |
Recurring [Member] | Level 1 [Member] | ||
Assets: [Abstract] | ||
U.S. Treasury Securities | $ 147,502,308 | $ 146,627,729 |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: [Abstract] | ||
Warrant Liability | 431,250 | 3,521,156 |
Recurring [Member] | Level 1 [Member] | Private Warrants [Member] | ||
Liabilities: [Abstract] | ||
Warrant Liability | 0 | 0 |
Recurring [Member] | Level 2 [Member] | ||
Assets: [Abstract] | ||
U.S. Treasury Securities | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | ||
Liabilities: [Abstract] | ||
Warrant Liability | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Private Warrants [Member] | ||
Liabilities: [Abstract] | ||
Warrant Liability | 366,000 | 0 |
Recurring [Member] | Level 3 [Member] | ||
Assets: [Abstract] | ||
U.S. Treasury Securities | 0 | 0 |
Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | ||
Liabilities: [Abstract] | ||
Warrant Liability | 0 | 0 |
Recurring [Member] | Level 3 [Member] | Private Warrants [Member] | ||
Liabilities: [Abstract] | ||
Warrant Liability | $ 0 | $ 3,007,300 |
Fair Value Measurements, Level
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) | Dec. 31, 2021 |
Share Price [Member] | |
Fair Value Measurements [Abstract] | |
Measurement Input | 9.92 |
Exercise Price [Member] | |
Fair Value Measurements [Abstract] | |
Measurement Input | 11.5 |
Redemption Trigger Price [Member] | |
Fair Value Measurements [Abstract] | |
Measurement Input | 18 |
Term [Member] | |
Fair Value Measurements [Abstract] | |
Expected term | 5 years 9 months 14 days |
Probability of Acquisition [Member] | |
Fair Value Measurements [Abstract] | |
Measurement Input | 1 |
Volatility [Member] | |
Fair Value Measurements [Abstract] | |
Measurement Input | 0.082 |
Risk Free Rate [Member] | |
Fair Value Measurements [Abstract] | |
Measurement Input | 0.0132 |
Dividend Yield [Member] | |
Fair Value Measurements [Abstract] | |
Measurement Input | 0 |
Fair Value Measurements, Change
Fair Value Measurements, Changes in Fair Value of Level 3 Warrant Liabilities (Details) - Warrant [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative warrant liabilities | $ 3,007,300 | $ 0 |
Issuance of Private Warrants-Level 3 measurements | 5,843,800 | |
Change in fair value of derivative warrant liabilities with Level 3 inputs | (2,836,500) | |
Transfer out of level 3 | (3,007,300) | |
Derivative warrant liabilities | $ 0 | $ 3,007,300 |
Public and Private Warrants [Member] | Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value per share (in dollars per share) | $ 0.06 | $ 0.49 |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 20, 2022 |
Subsequent Event [Member] | Maximum [Member] | |
Subsequent Event [Abstract] | |
Period to file extension proxy statement after initial Business Combination | 25 days |