Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Document Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-41178 | |
Entity Registrant Name | Revelstone Capital Acquisition Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1511157 | |
Entity Address, Address Line One | 14350 Myford Road | |
Entity Address, City or Town | Irvine | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 92606 | |
City Area Code | 949 | |
Local Phone Number | 751-7518 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001874218 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | ||
Document Entity Information | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | |
Trading Symbol | RCACU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Entity Information | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | RCAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 16,500,000 | |
Redeemable Warrants, each whole Redeemable Warrant exercisable to purchase one share of Class A Common Stock for $11.50 per share | ||
Document Entity Information | ||
Title of 12(b) Security | Redeemable Warrants, each whole Redeemable Warrant exercisable to purchase one share of Class A Common Stock for $11.50 per share | |
Trading Symbol | RCACW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Entity Information | ||
Entity Common Stock, Shares Outstanding | 4,125,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 825,597 | $ 1,844,672 |
Prepaid Assets | 144,465 | 222,005 |
Total Current Assets | 970,062 | 2,066,677 |
Other Assets | ||
Prepaid Assets, non-current | 89,113 | |
Investments held in Trust Account | 167,516,438 | 151,500,227 |
Total Other Assets | 167,516,438 | 151,589,340 |
Total Assets | 168,486,500 | 153,656,017 |
Current Liabilities | ||
Accounts payable | 4,614 | 675,834 |
Franchise tax liability | 109,262 | 65,282 |
Accrued Expenses | 94,358 | 22,470 |
Over-allotment Units Liability | 252,331 | |
Note Payable - Related Party | 189,789 | |
Income Tax Payable | 133,340 | |
Total Current Liabilities | 341,574 | 1,205,706 |
Long-Term Liabilities | ||
Deferred underwriting commission payable | 5,775,000 | 5,250,000 |
Total Long-Term Liabilities | 5,775,000 | 5,250,000 |
Total Liabilities | 6,116,574 | 6,455,706 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 16,500,000 and 15,000,000 shares at redemption value of $10.13 and $10.10 as of September 30, 2022 and December 31, 2021, respectively | 167,271,991 | 151,500,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 | ||
Accumulated Deficit | (4,902,477) | (4,300,101) |
Total Stockholders' Deficit | (4,902,065) | (4,299,689) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 168,486,500 | 153,656,017 |
Redeemable | ||
Long-Term Liabilities | ||
Common stock subject to possible redemption, 16,500,000 and 15,000,000 shares at redemption value of $10.13 and $10.10 as of September 30, 2022 and December 31, 2021, respectively | 167,271,991 | 151,500,000 |
Non-redeemable | ||
Stockholders' Deficit | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders' Deficit | ||
Common stock | $ 412 | $ 412 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Feb. 03, 2022 | Dec. 31, 2021 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Purchase price, per unit | $ 10.10 | ||
Class A Common Stock | |||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 180,000,000 | 180,000,000 | |
Redeemable | |||
Temporary equity, shares outstanding | 16,500,000 | ||
Non-redeemable | |||
Common shares, shares issued | 0 | 0 | |
Common shares, shares outstanding | 0 | 0 | |
Class B Common Stock | |||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 20,000,000 | 20,000,000 | |
Common shares, shares issued | 4,125,000 | 4,125,000 | |
Common shares, shares outstanding | 4,125,000 | 4,125,000 | |
Common stock subject to redemption | |||
Temporary equity, shares outstanding | 16,500,000 | 15,000,000 | |
Purchase price, per unit | $ 10.14 | $ 10.10 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Operating Expenses | ||||
Formation and Operating Costs | $ 201,493 | $ 330 | $ 545,791 | |
Total Operating Expenses | 201,493 | 330 | 545,791 | |
Net Operating Loss | 201,493 | 330 | 545,791 | |
Interest income from investments held in Trust Account | 758,134 | 1,003,415 | ||
Other interest income | $ 1 | 2 | ||
Change in fair value of overallotment units | 15,119 | |||
Fair value of forfeited overallotment option | 79,071 | |||
Total Other Income / (Expense) | 758,134 | 1 | 2 | 1,097,605 |
Income (loss) before provision for income tax | 556,641 | 1 | (328) | 551,814 |
Provision for income taxes | 143,177 | 165,340 | ||
Net income (loss) | $ 413,464 | $ 1 | $ (328) | $ 386,474 |
Redeemable | ||||
Operating Expenses | ||||
Basic, weighted average shares outstanding | 16,500,000 | 16,439,560 | ||
Diluted, weighted average shares outstanding | 16,500,000 | 16,439,560 | ||
Basic, net income (loss) per ordinary share | $ 0.02 | $ 0.02 | ||
Diluted, net income (loss) per ordinary share | $ 0.02 | $ 0.02 | ||
Non-redeemable | ||||
Operating Expenses | ||||
Basic, weighted average shares outstanding | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 |
Diluted, weighted average shares outstanding | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 |
Basic, net income (loss) per ordinary share | $ 0.02 | $ 0 | $ 0 | $ 0.02 |
Diluted, net income (loss) per ordinary share | $ 0.02 | $ 0 | $ 0 | $ 0.02 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Class B Common Stock Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Apr. 04, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Apr. 04, 2021 | 0 | |||
Increase (decrease) in stockholders' (deficit) equity | ||||
Issuance of Class B common stock to Sponsor | $ 412 | 24,588 | 25,000 | |
Issuance of Class B common stock to Sponsor (in shares) | 4,125,000 | |||
Net Income (Loss) | (330) | (330) | ||
Balance at the end at Jun. 30, 2021 | $ 412 | 24,588 | (330) | 24,670 |
Balance at the end (in shares) at Jun. 30, 2021 | 4,125,000 | |||
Balance at the beginning at Apr. 04, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Apr. 04, 2021 | 0 | |||
Increase (decrease) in stockholders' (deficit) equity | ||||
Net Income (Loss) | (328) | |||
Balance at the end at Sep. 30, 2021 | $ 412 | 24,588 | (329) | 24,671 |
Balance at the end (in shares) at Sep. 30, 2021 | 4,125,000 | |||
Balance at the beginning at Jun. 30, 2021 | $ 412 | 24,588 | (330) | 24,670 |
Balance at the beginning (in shares) at Jun. 30, 2021 | 4,125,000 | |||
Increase (decrease) in stockholders' (deficit) equity | ||||
Net Income (Loss) | $ 0 | 0 | 1 | 1 |
Balance at the end at Sep. 30, 2021 | $ 412 | 24,588 | (329) | 24,671 |
Balance at the end (in shares) at Sep. 30, 2021 | 4,125,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 412 | 0 | (4,300,101) | (4,299,689) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 4,125,000 | |||
Increase (decrease) in stockholders' (deficit) equity | ||||
Proceeds allocated to Public Warrants | $ 0 | 225,000 | 0 | 225,000 |
Proceeds allocated to Private Placement Warrants | 0 | 450,000 | 0 | 450,000 |
Offering costs allocated to warrants | (36,044) | (36,044) | ||
Derecognition of overallotment unit liability | 158,141 | 158,141 | ||
Re-measurement of redeemable shares to redemption value | 0 | (797,097) | (379,763) | (1,176,860) |
Net Income (Loss) | 0 | 0 | (94,699) | (94,699) |
Balance at the end at Mar. 31, 2022 | $ 412 | (4,774,563) | (4,774,151) | |
Balance at the end (in shares) at Mar. 31, 2022 | 4,125,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 412 | 0 | (4,300,101) | (4,299,689) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 4,125,000 | |||
Increase (decrease) in stockholders' (deficit) equity | ||||
Derecognition of overallotment unit liability | 158,141 | |||
Net Income (Loss) | 386,474 | |||
Balance at the end at Sep. 30, 2022 | $ 412 | (4,902,477) | (4,902,065) | |
Balance at the end (in shares) at Sep. 30, 2022 | 4,125,000 | |||
Balance at the beginning at Mar. 31, 2022 | $ 412 | (4,774,563) | (4,774,151) | |
Balance at the beginning (in shares) at Mar. 31, 2022 | 4,125,000 | |||
Increase (decrease) in stockholders' (deficit) equity | ||||
Re-measurement of redeemable shares to redemption value | (44,130) | (44,130) | ||
Net Income (Loss) | 67,709 | 67,709 | ||
Balance at the end at Jun. 30, 2022 | $ 412 | $ 0 | (4,750,984) | (4,750,572) |
Balance at the end (in shares) at Jun. 30, 2022 | 4,125,000 | |||
Increase (decrease) in stockholders' (deficit) equity | ||||
Re-measurement of redeemable shares to redemption value | (564,957) | (564,957) | ||
Net Income (Loss) | 413,464 | 413,464 | ||
Balance at the end at Sep. 30, 2022 | $ 412 | $ (4,902,477) | $ (4,902,065) | |
Balance at the end (in shares) at Sep. 30, 2022 | 4,125,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (328) | $ 386,474 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of overallotment units | (15,119) | |
Fair value of forfeited overallotment units | (79,071) | |
Interest income from investments held in Trust Account | (1,003,415) | |
Changes in operating assets and liabilities: | ||
Prepaid Assets | 166,653 | |
Accounts Payable | (671,220) | |
Accrued Expenses | 71,888 | |
Franchise Tax Liability | 43,980 | |
Income Tax Payable | 133,340 | |
Net cash used in operating activities | (328) | (966,490) |
Cash Flows from Investing Activities: | ||
Principal deposited in Trust Account | (15,150,000) | |
Withdrawals from Trust Account | 137,204 | |
Net cash used in investing activities | (15,012,796) | |
Cash Flows from Financing Activities: | ||
Proceeds from partial exercise of overallotment option, net of costs | 14,700,000 | |
Proceeds from private placement related to partial exercise of overallotment option | 450,000 | |
Deferred offering costs paid | (25,000) | 0 |
Proceeds from promissory note-related party | 45,000 | (189,789) |
Proceeds from issuance of Class B common stock | 25,000 | 0 |
Net cash provided by financing activities | 45,000 | 14,960,211 |
Net Change in Cash | 44,672 | (1,019,075) |
Cash-Beginning | 1,844,672 | |
Cash-Ending | 44,672 | 825,597 |
Non-Cash investing and financing activities: | ||
Deferred underwriting commissions payable | 525,000 | |
Re-measurement of carrying value of redeemable shares to redemption value | 1,785,947 | |
Exercised portion of overallotment unit liability | 158,141 | |
Deferred offering costs paid by sponsor in exchange for note payable - related party | $ 46,270 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Revelstone Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on April 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is Revelstone Capital LLC, a Delaware limited liability company (the “Sponsor”). As of September 30, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from April 5, 2021 (inception) through September 30, 2022, relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on December 16, 2021 (the “Effective Date”). On December 21, 2021, the Company’s consummated the IPO of 15,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “IPO”), generating gross proceeds to the Company of $150,000,000. Each Unit consists of one ordinary share (the “Public Shares”) and one Simultaneously with the consummation of the IPO, the Company consummated the private placement of 5,800,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds to the Company of $5,800,000, which is described in Note 4. On January 11, 2022, the underwriters partially exercised the over-allotment option to purchase 1,500,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit. In connection with the underwriter’s partial exercise of the over-allotment option, the Company generated additional gross proceeds of $15,000,000 and incurred $300,000 in cash underwriting fees. Simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 450,000 Private Placement Warrants to the Sponsor at $1.00 per additional Private Placement Warrants, generating additional gross proceeds of $450,000. Since the over-allotment was not exercised in full, 187,500 shares of the 4,312,500 shares of Class B common stock, par value $0.0001 per share, were forfeited by the holders thereof for no consideration. On February 3, 2022, the Company announced that the holders of the Units may elect to separately trade the shares of Class A common stock, par value $0.0001 per share and warrants included in the Units commencing on or about February 7, 2022. Each Unit consists of one share of common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share (subject to adjustment). Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “RCACU”, and the common stock and warrants will separately trade on Nasdaq under the symbols “RCAC” and “RCACW”, respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Transaction costs amounted to $17,398,949 consisting of $2,800,000 of net underwriting commissions, $5,775,000 of deferred underwriting commissions, $8,104,500 of incentives to Anchor Investors (see Note 3), and $719,449 of other offering costs, and was all charged to additional paid-in capital and accumulated deficit where no additional paid-in capital was available. Net underwriting commissions consist of a $3,300,000 gross commission and $500,000 of the underwriter’s reimbursement of transaction costs incurred by the Company. Included in the transaction costs are $300,000 of net underwriting commissions and $525,000 of deferred underwriting commissions related to partial exercise of the overallotment option. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. 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 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the Public Offering on December 21, 2021 and partial exercise of the overallotment option on January 11, 2022, $166,650,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders 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 $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,000 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal 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 stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors will agree to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 Public Shares, without the prior consent of the Company. The Sponsor and each Anchor Investor (see Note 3) holding Founder Shares have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation 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 Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have 18 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”), or during any extended time that the Company has to consummate a business combination beyond 18 months as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation (an “Extension Period”). If the Company is unable to complete a Business Combination within the Combination Period or during any Extension Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor and each Anchor Investor holding Founder Shares 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 or during any Extension Period. However, if the Sponsor or any of its affiliates acquire Public Shares after the Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. The underwriters have agreed to waive their right to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or during any Extension Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.10). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going concern, Liquidity and Capital Resources As of September 30, 2022 the Company had approximately $825,597 in its operating bank account and working capital of approximately $628,488. Prior to the completion of the Public Offering, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs, and the loan under an unsecured promissory note from the Sponsor of $189,789 (see Note 5). The promissory note was paid in full in January 2022. Subsequent to the consummation of the Public Offering and p rivate placement rivate placement In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company has until June 21, 2023, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and the mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities that might result from the outcome of this uncertainty for the next twelve months form the issuance of these financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 5, 2022. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in treasury funds. All of 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 the Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which frequently exceeds the Federal Depository Insurance Coverage of $250,000. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants and Private Placement Warrants issued in the Public Offering meet the requirements for equity classification. The Company categorized the over-allotment option granted to underwriters in connection with the Public Offering as a freestanding financial instrument to be accounted for separately from the Units. Class A Common Stock Subject to Possible Redemption All of the 16,500,000 shares of Class A common stock issued as part of the Units in the Public Offering 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 Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Public Offering that were directly related to the Public Offering. The Company incurred offering costs amounting to $17,398,949 as a result of the Public Offering consisting of $2,800,000 of net underwriting commissions, $5,775,000 of deferred underwriting commissions, $8,104,500 of incentives to Anchor Investors (see Note 3) and $719,449 of other offering costs. The offering costs were charged to additional paid-in capital upon the completion of the Public Offering, and accumulated deficit when no additional paid-in capital was available. Net Loss Per Ordinary Share The Company has two categories of shares, which are referred to as redeemable ordinary shares and non-redeemable ordinary shares. Earnings and losses are shared pro rata between the two categories of shares. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the partial exercise of the over-allotment option because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: For the Period from April Three Months Ended Nine Months Ended Three Months Ended 5, 2021(inception) through September 30, 2022 September 30, 2022 September 30, 2021 September 30, 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Numerator Allocation of net income (loss) $ 330,771 82,693 308,952 77,522 — 1 — (328) Denominator Weighted average shares outstanding 16,500,000 4,125,000 16,439,560 4,125,000 — 4,125,000 — 4,125,000 Basic and diluted net income (loss) per share $ 0.02 0.02 0.02 0.02 — 0.00 — (0.00) |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering On December 21, 2021 the Company sold 15,000,000 Units at a price of $10.00 per Unit. As part of the Public Offering, the Company granted the underwriters a 45-day option from the date of the Public Offering to purchase up to an additional 2,250,000 Public Units to cover over-allotments. On January 11, 2022, the underwriters partially exercised the over-allotment option and the Company sold 1,500,000 additional Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one Following the closing of the Public Offering on December 21, 2021 and partial exercise of the overallotment option on January 11, 2022, $166,650,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and Private Placement Warrants, was deposited in a Trust Account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Prior to the Public Offering certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company’s management (the “Anchor Investors”) each expressed to the Company an interest in purchasing Units in the Public Offering at the offering price of $10.00 per Unit. As incentives for the Anchor Investors, upon consummation of the Public Offering, the Sponsor transferred 1,125,000 Founder Shares, with an aggregate fair value of $8,111,250, to the Anchor Investors taken together as a whole, in exchange for their original purchase price of approximately $0.006 per share. The excess of the fair value of the Founder Shares transferred over the original issuance price, or $8,104,500, was accounted for as offering costs with an offset to additional paid-in capital. The Company utilized Level 3 inputs to determine the fair value of Class B shares. As of September 30, 2022, the ordinary shares subject to redemption reflected on the balance sheet are reconciled in the following table: Ordinary shares subject to redemption as of January 1, 2022 $ 151,500,000 Gross proceeds from partial exercise of overallotment option 15,000,000 Less: Proceeds allocated to Public Warrants (225,000) Ordinary shares issuance costs (788,956) Plus: Re-measurement of carrying value to redemption value 1,176,860 Ordinary shares subject to redemption as of March 31, 2022 166,662,904 Plus: Re-measurement of carrying value to redemption value 44,130 Ordinary shares subject to redemption as of June 30, 2022 $ 166,707,034 Less: Re-measurement of carrying value to redemption value 564,957 Ordinary shares subject to redemption as of September 30, 2022 $ 167,271,991 |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement | |
Private Placement | Note 4—Private Placement Simultaneously with the closing of the Public Offering, the Sponsor, Roth and certain Roth affiliates purchased an aggregate of 5,800,000 Private Placement Warrants, of which 5,050,000 Private Placement Warrants were purchased by the Sponsor and 750,000 Private Placement Warrants were purchased by Roth and certain Roth affiliates. The Sponsor purchase an additional 450,000 Private Placement Warrants when the over-allotment option was partially exercised. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. If the Company does not complete a Business Combination within the Combination Period or during any Extension Period, the proceeds of 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 will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants (see Note 7). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On May 11, 2021, the Sponsor paid $25,000 to purchase 4,312,500 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. As of December 31, 2021, the Founder Shares include an aggregate of up 562,500 shares subject to forfeiture to the extent that the underwriter’s option to purchase additional units is not exercised in full or in part. On January 11, 2022, the underwriters partially exercised the over-allotment option, resulting in forfeiture of 187,500 shares of Class B common stock. As of September 30, 2022 and December 31, 2021 outstanding Class B common stock excludes 187,500 of shares forfeited due to partial exercise of the overallotment option on January 11, 2022. On November 18, 2021, the Sponsor transferred 25,000 Founder Shares to each of Jeff Rosenthal, Margaret McDonald and Jason White, the Company’s independent director nominees and 15,000 Founder Shares to each of Assia Grazioli-Venier, Nate Bosshard and Jonathan Goodwin the Company’s outside advisors. The Company determined the estimated fair value of the transferred shares to be immaterial and did not recognize the impact of the transfer in these financial statements. The Sponsor, anchor investors, Company’s independent directors and outside advisors holding Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one 20 30 Related Party Loans On May 11, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing and payable, according to contractual terms, on the earlier of December 31, 2021 or the completion of the Public Offering. As of December 31, 2021, the Company had borrowed $189,789 under the Promissory Note. The Company settled the liability on January 11, 2022. 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 would 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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Agreement The Company entered into an administrative services agreement with an affiliate of the Sponsor for office space, administrative and support services. The affiliate agreed to provide the above services for no consideration. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights The holders of the majority of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans up to $1,500,000 (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on December 21, 2021 and requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). In addition, our initial stockholders, any anchor investors holding Founder Shares and their respective permitted transferees are entitled to make up to three demands, excluding short form demands, that the Company register such securities. Notwithstanding the foregoing, the Company shall use its best efforts to file a registration statement within 30 days of our business combination to register such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On December 21, 2021 the Company paid a cash underwriting commission of $0.20 per Unit, or $3,000,000 in the aggregate. On December 21, 2021, the underwriters also reimbursed the Company for $500,000 of transaction costs incurred by the Company. Following the reimbursement, the underwriters’ net commission was $2,500,000 or $0.17 per Unit. The Company granted the underwriters a 45-day option from the date of the Public Offering to purchase up to 2,250,000 additional Units at the Public Offering price less the underwriting discounts and commissions, which was partially exercised on January 11, 2022. On January 11, 2022, the Company paid a cash underwriting commission of $0.20 per Unit or $300,000 in the aggregate in connection with the underwriters’ partial exercise of the over-allotment option. The underwriters are entitled to deferred underwriting commissions of $0.35 per Unit, or $5,775,000 in the aggregate. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Deficit | |
Stockholders' Deficit | Note 7—Stockholders’ Deficit Preferred Stock— Class A Common Stock— Class B Common Stock— Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to increase in respect of the issuance of certain securities, as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amount issued in the Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the aggregate number of all shares of common stock outstanding upon the completion of the Public Offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business Combination (net of the number of shares of Class A common stock redeemed 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 warrants issued to the Sponsor, an affiliate of the Sponsor or any of the officers or director. Public Warrants — from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 20 Redemptions of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00 — ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. 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 or during any Extension 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. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Company accounted for the 14,500,000 warrants issued in connection with the Public Offering and partial exercise of the over-allotment option, including 8,250,000 Public Warrants and 6,250,000 Private Placement Warrants, in accordance with the guidance contained in ASC 815-40. The Company concluded that the Public and Private Placement Warrants are considered indexed to the entity’s own stock and meet other equity classification requirements. Therefore, Public and Private Placement Warrants are considered equity instruments and are classified as such. Underwriters’ Over-allotment Option- |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes | |
Income Taxes | Note 8— Income Taxes Our effective tax rate was 24.26% and 29.96% for the three and nine months ended September 30, 2022, respectively and 0.00% for the period from April 5, 2021 (inception) to September 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, due to the exercise of the overallotment option and changes in the valuation allowance on the deferred tax assets. Cash paid for income taxes during the nine months ended September 30, 2022 was $32,000. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Prices In Significant Other Significant Other September 30, Active Markets Observable Unobservable 2022 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account $ 167,516,438 $ 167,516,438 — — $ 167,516,438 $ 167,516,438 — — Quoted Prices In Significant Other Significant Other December 31, Active Markets Observable Unobservable 2021 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account $ 151,500,227 $ 151,500,227 — — $ 151,500,227 $ 151,500,227 — — Liabilities: Over-allotment option $ 252,331 — — $ 252,331 $ 252,331 — — $ 252,331 The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and is presented within liabilities on the balance sheet as of December 31, 2021. The over-allotment liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment units in the statements of operations. The Company used a Black Scholes model to value the over-allotment option. The over-allotment option was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to its remaining contractual term. The key inputs into the Black Scholes model for the over-allotment liability were as follows at December 31, 2021 and January 11, 2022, the date of the partial exercise of the overallotment option: December 31, Input 2021 Risk-free interest rate 0.06 % Expected term (years) 0.10 Expected volatility 11.72 % Exercise price $ 10.00 Unit Price $ 9.93 January 11, Input 2022 Risk-free interest rate 0.04 % Expected term (years) 0.07 Expected volatility 11.26 % Exercise price $ 10.00 Unit Price $ 9.98 The following table sets forth a summary of the changes in the fair value of the Level 3 over-allotment liability for the nine months ended September 30, 2022: Over-allotment Liability Fair value as of December 31, 2021 $ 252,331 Change in fair value at January 11, 2022 $ (15,119) Fair value of forfeited overallotment units at January 11, 2022 $ (79,071) Elimination of overallotment liability at January 11, 2022 $ (158,141) Fair value as of September 30, 2022 $ — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 10—Subsequent Events The Company has evaluated subsequent events that occurred after the balance sheet date up to the date the financial statements were issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 5, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in treasury funds. All of 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 the Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which frequently exceeds the Federal Depository Insurance Coverage of $250,000. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants and Private Placement Warrants issued in the Public Offering meet the requirements for equity classification. The Company categorized the over-allotment option granted to underwriters in connection with the Public Offering as a freestanding financial instrument to be accounted for separately from the Units. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 16,500,000 shares of Class A common stock issued as part of the Units in the Public Offering 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 Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Public Offering that were directly related to the Public Offering. The Company incurred offering costs amounting to $17,398,949 as a result of the Public Offering consisting of $2,800,000 of net underwriting commissions, $5,775,000 of deferred underwriting commissions, $8,104,500 of incentives to Anchor Investors (see Note 3) and $719,449 of other offering costs. The offering costs were charged to additional paid-in capital upon the completion of the Public Offering, and accumulated deficit when no additional paid-in capital was available. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company has two categories of shares, which are referred to as redeemable ordinary shares and non-redeemable ordinary shares. Earnings and losses are shared pro rata between the two categories of shares. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the partial exercise of the over-allotment option because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: For the Period from April Three Months Ended Nine Months Ended Three Months Ended 5, 2021(inception) through September 30, 2022 September 30, 2022 September 30, 2021 September 30, 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Numerator Allocation of net income (loss) $ 330,771 82,693 308,952 77,522 — 1 — (328) Denominator Weighted average shares outstanding 16,500,000 4,125,000 16,439,560 4,125,000 — 4,125,000 — 4,125,000 Basic and diluted net income (loss) per share $ 0.02 0.02 0.02 0.02 — 0.00 — (0.00) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share | For the Period from April Three Months Ended Nine Months Ended Three Months Ended 5, 2021(inception) through September 30, 2022 September 30, 2022 September 30, 2021 September 30, 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Numerator Allocation of net income (loss) $ 330,771 82,693 308,952 77,522 — 1 — (328) Denominator Weighted average shares outstanding 16,500,000 4,125,000 16,439,560 4,125,000 — 4,125,000 — 4,125,000 Basic and diluted net income (loss) per share $ 0.02 0.02 0.02 0.02 — 0.00 — (0.00) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Schedule of ordinary shares subject to redemption | As of September 30, 2022, the ordinary shares subject to redemption reflected on the balance sheet are reconciled in the following table: Ordinary shares subject to redemption as of January 1, 2022 $ 151,500,000 Gross proceeds from partial exercise of overallotment option 15,000,000 Less: Proceeds allocated to Public Warrants (225,000) Ordinary shares issuance costs (788,956) Plus: Re-measurement of carrying value to redemption value 1,176,860 Ordinary shares subject to redemption as of March 31, 2022 166,662,904 Plus: Re-measurement of carrying value to redemption value 44,130 Ordinary shares subject to redemption as of June 30, 2022 $ 166,707,034 Less: Re-measurement of carrying value to redemption value 564,957 Ordinary shares subject to redemption as of September 30, 2022 $ 167,271,991 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Schedule of fair value hierarchy of the valuation inputs | Quoted Prices In Significant Other Significant Other September 30, Active Markets Observable Unobservable 2022 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account $ 167,516,438 $ 167,516,438 — — $ 167,516,438 $ 167,516,438 — — Quoted Prices In Significant Other Significant Other December 31, Active Markets Observable Unobservable 2021 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account $ 151,500,227 $ 151,500,227 — — $ 151,500,227 $ 151,500,227 — — Liabilities: Over-allotment option $ 252,331 — — $ 252,331 $ 252,331 — — $ 252,331 |
Schedule of key inputs into the Black Scholes model for the over-allotment liability was as follows at initial measurement | December 31, Input 2021 Risk-free interest rate 0.06 % Expected term (years) 0.10 Expected volatility 11.72 % Exercise price $ 10.00 Unit Price $ 9.93 January 11, Input 2022 Risk-free interest rate 0.04 % Expected term (years) 0.07 Expected volatility 11.26 % Exercise price $ 10.00 Unit Price $ 9.98 |
Summary of the changes in the fair value of the Level 3 over-allotment liability | Over-allotment Liability Fair value as of December 31, 2021 $ 252,331 Change in fair value at January 11, 2022 $ (15,119) Fair value of forfeited overallotment units at January 11, 2022 $ (79,071) Elimination of overallotment liability at January 11, 2022 $ (158,141) Fair value as of September 30, 2022 $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 9 Months Ended | 12 Months Ended | |||
Jan. 11, 2022 USD ($) $ / shares shares | Dec. 21, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Feb. 03, 2022 $ / shares | |
Description of Organization and Business Operations | |||||
Number of additional units exercised | shares | 2,250,000 | ||||
Purchase price per unit | $ / shares | $ 10.10 | ||||
Proceeds from private placement related to partial exercise of overallotment option | $ 450,000 | $ 450,000 | |||
Number of shares forfeited | shares | 187,500 | 187,500 | 187,500 | ||
Underwriting fees | $ 2,500,000 | ||||
Deferred underwriting commission payable | $ 5,775,000 | $ 5,250,000 | |||
Underwriting commission gross | 3,300,000 | ||||
Underwriting reimbursement of costs | $ 500,000 | 500,000 | |||
Payments for investment of cash in Trust Account | $ 15,150,000 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Condition for future business combination threshold Percentage Ownership | 50 | ||||
Condition for future business combination threshold net tangible assets | $ 5,000,000 | ||||
Redemption limit percentage without prior consent | 15 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||||
Months to complete acquisition | 18 months | ||||
Redemption period upon closure | 10 days | ||||
Maximum allowed dissolution expenses | $ 100,000 | ||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||
Cash | $ 825,597 | 1,844,672 | |||
Working capital | 628,488 | ||||
Working capital loans | $ 0 | $ 0 | |||
Class A Common Stock | |||||
Description of Organization and Business Operations | |||||
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Exercise price of warrants | $ / shares | $ 11.50 | ||||
Non-redeemable | |||||
Description of Organization and Business Operations | |||||
Common shares, shares outstanding | shares | 0 | 0 | |||
Class B Common Stock | |||||
Description of Organization and Business Operations | |||||
Common shares, shares outstanding | shares | 4,125,000 | 4,125,000 | |||
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock subject to redemption | |||||
Description of Organization and Business Operations | |||||
Purchase price per unit | $ / shares | $ 10.14 | $ 10.10 | |||
Private Placement Warrants | |||||
Description of Organization and Business Operations | |||||
Sale of Private Placement Warrants (in shares) | shares | 5,800,000 | ||||
Initial Public Offering | |||||
Description of Organization and Business Operations | |||||
Number of additional units exercised | shares | 15,000,000 | ||||
Purchase price per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 150,000,000 | ||||
Sale of Private Placement Warrants (in shares) | shares | 14,500,000 | ||||
Transaction costs | $ 17,398,949 | ||||
Underwriting fees | 2,800,000 | ||||
Deferred underwriting commission payable | 5,775,000 | ||||
Incentives to anchor investors | 8,104,500 | ||||
Other offering costs | $ 719,449 | ||||
Initial Public Offering | Private Placement Warrants | |||||
Description of Organization and Business Operations | |||||
Purchase price per unit | $ / shares | $ 10.10 | ||||
Sale of Private Placement Warrants (in shares) | shares | 6,250,000 | ||||
Payments for investment of cash in Trust Account | $ 166,650,000 | ||||
Initial Public Offering | Public Warrants | |||||
Description of Organization and Business Operations | |||||
Number of shares in a unit | shares | 1 | ||||
Number of warrants in a unit | shares | 0.50 | ||||
Sale of Private Placement Warrants (in shares) | shares | 1 | 8,250,000 | |||
Exercise price of warrants | $ / shares | $ 11.50 | ||||
Private Placement | Private Placement Warrants | |||||
Description of Organization and Business Operations | |||||
Sale of Private Placement Warrants (in shares) | shares | 5,800,000 | ||||
Price of warrant | $ / shares | $ 1 | ||||
Proceeds from private placement related to partial exercise of overallotment option | $ 5,800,000 | ||||
Over-allotment option | |||||
Description of Organization and Business Operations | |||||
Number of additional units exercised | shares | 1,500,000 | ||||
Purchase price per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 15,000,000 | ||||
Underwriting fees | 300,000 | ||||
Deferred underwriting commission payable | $ 525,000 | ||||
Over-allotment option | Class B Common Stock | |||||
Description of Organization and Business Operations | |||||
Number of shares forfeited | shares | 187,500 | ||||
Common shares, shares outstanding | shares | 4,312,500 | ||||
Common shares, par value (per share) | $ / shares | $ 0.0001 | ||||
Over-allotment option | Private Placement Warrants | |||||
Description of Organization and Business Operations | |||||
Sale of Private Placement Warrants (in shares) | shares | 450,000 | ||||
Sponsor | Founder Shares | |||||
Description of Organization and Business Operations | |||||
Due to the Sponsor for certain reimbursable expenses | $ 25,000 | ||||
Sponsor | Promissory Note with Related Party | |||||
Description of Organization and Business Operations | |||||
Due to the Sponsor for certain reimbursable expenses | $ 189,789 | ||||
Sponsor | Private Placement Warrants | |||||
Description of Organization and Business Operations | |||||
Sale of Private Placement Warrants (in shares) | shares | 450,000 | 5,050,000 | |||
Price of warrant | $ / shares | $ 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 |
Redeemable | ||
Summary of Significant Accounting Policies | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 16,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Offering Costs associated with the Initial Public Offering (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 21, 2021 | |
Summary of Significant Accounting Policies | |||
Underwriting fees | $ 2,500,000 | ||
Deferred underwriting commission payable | $ 5,775,000 | $ 5,250,000 | |
Initial Public Offering | |||
Summary of Significant Accounting Policies | |||
Transaction costs | 17,398,949 | ||
Underwriting fees | 2,800,000 | ||
Deferred underwriting commission payable | 5,775,000 | ||
Incentives to anchor investors | 8,104,500 | ||
Other offering costs | $ 719,449 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reconciliation of Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Redeemable | ||||
Numerator | ||||
Allocation of net income (loss) | $ 330,771 | $ 308,952 | ||
Denominator | ||||
Basic, weighted average shares outstanding | 16,500,000 | 16,439,560 | ||
Diluted, weighted average shares outstanding | 16,500,000 | 16,439,560 | ||
Basic, net income (loss) per ordinary share | $ 0.02 | $ 0.02 | ||
Diluted, net income (loss) per ordinary share | $ 0.02 | $ 0.02 | ||
Non-redeemable | ||||
Numerator | ||||
Allocation of net income (loss) | $ 82,693 | $ 1 | $ (328) | $ 77,522 |
Denominator | ||||
Basic, weighted average shares outstanding | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 |
Diluted, weighted average shares outstanding | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 |
Basic, net income (loss) per ordinary share | $ 0.02 | $ 0 | $ 0 | $ 0.02 |
Diluted, net income (loss) per ordinary share | $ 0.02 | $ 0 | $ 0 | $ 0.02 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | |||
Jan. 11, 2022 | Dec. 31, 2021 | Dec. 21, 2021 | Sep. 30, 2022 | |
Initial Public Offering | ||||
Number of units sold | 2,250,000 | |||
Purchase price per unit | $ 10.10 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Payments for investment of cash in Trust Account | $ 15,150,000 | |||
Initial Public Offering | ||||
Initial Public Offering | ||||
Number of units sold | 15,000,000 | |||
Purchase price per unit | $ 10 | |||
Number of days granted to underwriter | 45 days | |||
Initial Public Offering | Founder Shares | Anchor Investors [Member] | ||||
Initial Public Offering | ||||
Purchase price per unit | $ 10 | |||
Number of shares transferred | 1,125,000 | |||
Fair value of shares transferred | $ 8,111,250 | |||
Original purchase price per share | $ 0.006 | |||
Offering costs, excess of fair value over original issue price | $ 8,104,500 | |||
Initial Public Offering | Public Warrants | ||||
Initial Public Offering | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.50 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | Private Placement Warrants | ||||
Initial Public Offering | ||||
Purchase price per unit | $ 10.10 | |||
Payments for investment of cash in Trust Account | $ 166,650,000 | |||
Over-allotment option | ||||
Initial Public Offering | ||||
Number of units sold | 1,500,000 | |||
Price per share | $ 10 | |||
Purchase price per unit | $ 10 | |||
Number of days granted to underwriter | 45 days | |||
Over-allotment option | Public Warrants | ||||
Initial Public Offering | ||||
Additional units issued during the year | 1,500,000 | 2,250,000 | 2,250,000 |
Initial Public Offering - Recon
Initial Public Offering - Reconciliation of ordinary shares subject to redemption (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Initial Public Offering | |||
Ordinary shares subject to redemption beginning of the period | $ 166,707,034 | $ 166,662,904 | $ 151,500,000 |
Gross proceeds from partial exercise of overallotment option | 15,000,000 | ||
Proceeds allocated to Public Warrants | (225,000) | ||
Ordinary shares issuance costs | (788,956) | ||
Re-measurement of carrying value to redemption value | 564,957 | 44,130 | 1,176,860 |
Ordinary shares subject to redemption end of the period | $ 167,271,991 | $ 166,707,034 | $ 166,662,904 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | |
Jan. 11, 2022 | Sep. 30, 2022 | |
Private Placement | ||
Aggregate purchase price | $ 450,000 | $ 450,000 |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Private Placement Warrants | ||
Private Placement | ||
Number of warrants to purchase shares issued | 5,800,000 | |
Private Placement Warrants | Sponsor | ||
Private Placement | ||
Number of warrants to purchase shares issued | 450,000 | 5,050,000 |
Price of warrants | $ 1 | |
Private Placement Warrants | Roth and certain Roth affiliates | ||
Private Placement | ||
Number of warrants to purchase shares issued | 750,000 | |
Over-allotment option | Private Placement Warrants | ||
Private Placement | ||
Number of warrants to purchase shares issued | 450,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 11, 2022 | Nov. 18, 2021 | May 11, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction | ||||||
Aggregate purchase price | $ 25,000 | |||||
Number of shares forfeited | 187,500 | 187,500 | 187,500 | |||
Class B Common Stock | Over-allotment option | ||||||
Related Party Transaction | ||||||
Number of shares forfeited | 187,500 | |||||
Founder Shares | Sponsor | Class B Common Stock | ||||||
Related Party Transaction | ||||||
Consideration received | $ 25,000 | |||||
Consideration received, shares | 4,312,500 | |||||
Shares subject to forfeiture | 562,500 | |||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder Shares | Sponsor | Class B Common Stock | Jeff Rosenthal, Margaret McDonald and Jason White | ||||||
Related Party Transaction | ||||||
Number of shares transferred | 25,000 | |||||
Founder Shares | Sponsor | Class B Common Stock | Assia Grazioli-Venier and Nate Bosshard | ||||||
Related Party Transaction | ||||||
Number of shares transferred | 15,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 21, 2021 | May 11, 2021 | |
Working capital loans warrant | ||||
Related Party Transaction | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||
Promissory Note with Related Party | ||||
Related Party Transaction | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Outstanding balance of related party note | $ 189,789 | |||
Administrative Support Agreement | ||||
Related Party Transaction | ||||
Expenses incurred and paid | $ 0 | |||
Related Party Loans | Working capital loans warrant | ||||
Related Party Transaction | ||||
Outstanding balance of related party note | 0 | $ 0 | ||
Loan conversion agreement warrant | $ 1,500,000 | |||
Price of warrant | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended | ||
Jan. 11, 2022 USD ($) $ / shares shares | Dec. 21, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) item $ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||
Maximum number of demands for registration of securities | item | 3 | ||
Underwriter option period | 45 days | ||
Number of units sold | shares | 2,250,000 | ||
Underwriting commission per unit | $ / shares | $ 0.20 | $ 0.20 | |
Aggregate underwriting commission | $ 300,000 | ||
Underwriting reimbursement of costs | $ 500,000 | $ 500,000 | |
underwriters' net commission | $ 2,500,000 | ||
Underwriting commission per unit (net) | $ / shares | $ 0.17 | ||
Deferred fee per unit | $ / shares | $ 0.35 | ||
Aggregate deferred underwriting fee payable | $ 5,775,000 | ||
Working capital loans warrant | |||
Subsidiary, Sale of Stock [Line Items] | |||
Loan conversion agreement warrant | $ 1,500,000 | ||
Working capital loans warrant | Related Party Loans | |||
Subsidiary, Sale of Stock [Line Items] | |||
Loan conversion agreement warrant | 1,500,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | shares | 15,000,000 | ||
Aggregate underwriting commission | $ 3,000,000 | ||
underwriters' net commission | $ 2,800,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | shares | 1,500,000 | ||
underwriters' net commission | $ 300,000 |
Stockholders' Deficit - Preferr
Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders' Deficit- Common S
Stockholders' Deficit- Common Stock Shares (Details) | 9 Months Ended | 12 Months Ended | ||
Jan. 11, 2022 $ / shares shares | Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Feb. 03, 2022 $ / shares | |
Stockholders' Deficit | ||||
Number of shares forfeited | 187,500 | 187,500 | 187,500 | |
Class A Common Stock | ||||
Stockholders' Deficit | ||||
Common shares, shares authorized (in shares) | 180,000,000 | 180,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |||
Non-redeemable | ||||
Stockholders' Deficit | ||||
Common shares, shares issued (in shares) | 0 | 0 | ||
Common shares, shares outstanding (in shares) | 0 | 0 | ||
Class B Common Stock | ||||
Stockholders' Deficit | ||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | |||
Common shares, shares issued (in shares) | 4,125,000 | 4,125,000 | ||
Common shares, shares outstanding (in shares) | 4,125,000 | 4,125,000 | ||
Ratio to be applied to the stock in the conversion | 20 | |||
Class B Common Stock | Over-allotment option | ||||
Stockholders' Deficit | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common shares, shares outstanding (in shares) | 4,312,500 | |||
Number of shares forfeited | 187,500 | |||
Common stock subject to redemption | ||||
Stockholders' Deficit | ||||
Common Stock Subject To Possible Redemption, Shares | 16,500,000 | 15,000,000 |
Stockholders' Deficit - Warrant
Stockholders' Deficit - Warrants (Details) | 9 Months Ended | ||
Dec. 21, 2021 shares | Sep. 30, 2022 $ / shares shares | Jan. 11, 2022 shares | |
Initial Public Offering | |||
Stockholders' Deficit | |||
Number of warrants to purchase shares issued | 14,500,000 | ||
Number of days granted to underwriter | 45 days | ||
Over-allotment option | |||
Stockholders' Deficit | |||
Number of days granted to underwriter | 45 days | ||
Warrants | |||
Stockholders' Deficit | |||
Public Warrants expiration term | 5 years | ||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | ||
Number of trading days on which fair market value of shares is reported | 20 days | ||
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Stockholders' Deficit | |||
Share price trigger used to measure dilution of warrant | $ / shares | $ 18 | ||
Private Placement Warrants | |||
Stockholders' Deficit | |||
Number of warrants to purchase shares issued | 5,800,000 | ||
Private Placement Warrants | Initial Public Offering | |||
Stockholders' Deficit | |||
Number of warrants to purchase shares issued | 6,250,000 | ||
Private Placement Warrants | Over-allotment option | |||
Stockholders' Deficit | |||
Number of warrants to purchase shares issued | 450,000 | ||
Public Warrants | |||
Stockholders' Deficit | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Maximum Threshold Period For Filing Registration Statement After Business Combination | 60 days | ||
Public Warrants | Initial Public Offering | |||
Stockholders' Deficit | |||
Number of warrants to purchase shares issued | 1 | 8,250,000 | |
Public Warrants | Over-allotment option | |||
Stockholders' Deficit | |||
Additional units issued during the year | 2,250,000 | 2,250,000 | 1,500,000 |
Public Warrants | Class A Common Stock | |||
Stockholders' Deficit | |||
Share price | $ / shares | $ 9.20 | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115% | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Stockholders' Deficit | |||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180% | ||
Warrant redemption condition minimum share price | $ / shares | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||
Redemption period | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold trading days for redemption of public warrants | 30 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Income Taxes | |||
Effective Tax rate | 24.26% | 0% | 29.96% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | |
Cash paid for income taxes | $ 32,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 167,516,438 | $ 151,500,227 |
Assets | 167,516,438 | 151,500,227 |
Liabilities: | ||
Over-allotment option | 252,331 | |
Liabilities | 252,331 | |
Quoted Prices In Active Markets (Level 1) | ||
Assets: | ||
Investments held in Trust Account | 167,516,438 | 151,500,227 |
Assets | $ 167,516,438 | 151,500,227 |
Significant Other Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Over-allotment option | 252,331 | |
Liabilities | $ 252,331 |
Fair Value Measurements - Key i
Fair Value Measurements - Key inputs into the Black Scholes model for the over-allotment liability (Details) | Jan. 11, 2022 item Y $ / shares | Dec. 31, 2021 item Y $ / shares |
Risk-free interest rate | ||
Fair Value Measurements | ||
Over-allotment liability | item | 0.0004 | 0.0006 |
Expected term (years) | ||
Fair Value Measurements | ||
Over-allotment liability | Y | 0.07 | 0.10 |
Expected volatility | ||
Fair Value Measurements | ||
Over-allotment liability | item | 0.1126 | 0.1172 |
Exercise price | ||
Fair Value Measurements | ||
Over-allotment liability | $ / shares | 10 | 10 |
Unit Price | ||
Fair Value Measurements | ||
Over-allotment liability | $ / shares | 9.98 | 9.93 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the fair value of the Level 3 over-allotment liability (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Sep. 30, 2022 | |
Fair Value Measurements | ||
Change in fair value | $ (15,119) | |
Fair value of forfeited overallotment option | 79,071 | |
Elimination of overallotment liability | $ (158,141) | (158,141) |
Over-allotment liability | ||
Fair Value Measurements | ||
Fair value as of December 31, 2021 | $ 252,331 | 252,331 |
Change in fair value | (15,119) | |
Fair value of forfeited overallotment option | (79,071) | |
Elimination of overallotment liability | (158,141) | |
Fair value as of June 30, 2022 | $ 0 |