Cover Page
Cover Page - shares | 2 Months Ended | |
Sep. 30, 2021 | Jan. 24, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | FORBION EUROPEAN ACQUISITION CORP. | |
Entity Central Index Key | 0001874495 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 4001 Kennett Pike | |
Entity Address, Address Line Two | Suite 302 | |
Entity Address, City or Town | Wilmington | |
Entity Address, State or Province | DE | |
Entity Address, Postal Zip Code | 19807 | |
City Area Code | 302 | |
Local Phone Number | 273-0765 | |
Entity File Number | 001-41148 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | FRBN | |
Security Exchange Name | NASDAQ | |
Amendment Description | The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 was initially filed with the Securities and Exchange Commission (the “Commission”) on January 24, 2022 (the “Original Form 10-Q”). Amendment No. 1 on Form 10-Q/A to the Original Form 10-Q (the “Amendment No. 1”) was subsequently filed with the Commission on January 19, 2023 solely to amend and restate the signatures page of the Original Form 10-Q and include the Principal Financial and Chief Accounting Officer as required by General Instruction G of Form 10-Q. This Amendment No. 2 on Form 10-Q/A to the Original Form 10-Q (the “Amendment No. 2”) (i) includes the entire periodic report originally filed with the Original Form 10-Q, (ii) amends and restates Note 4 (Private Placement) of the Notes to the Company’s Condensed Financial Statements included therein and (iii) includes updated certifications by our Chief Executive Officer and Chief Financial Officer as required by Item 601 of Regulation S-K. Except as expressly set forth in the Amendment No. 1 and this Amendment No. 2, the Original Form 10-Q has not been amended, updated or otherwise modified. | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | FRBNW | |
Security Exchange Name | NASDAQ | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | FRBNU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,650,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,162,500 |
Condensed Balance Sheet
Condensed Balance Sheet | Sep. 30, 2021 USD ($) | |
Assets: | ||
Deferred offering costs | $ 354,615 | |
Total assets | 354,615 | |
Liabilities and Shareholder's Equity | ||
Accrued offering costs and expenses | 340,356 | |
Total current liabilities | 340,356 | |
Commitments and Contingencies (Note 6) | ||
Shareholder's Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 24,684 | |
Accumulated deficit | (10,741) | |
Total shareholder's equity | 14,259 | |
Total Liabilities and Shareholder's Equity | 354,615 | |
Common Class A [Member] | ||
Shareholder's Equity: | ||
Common stock | 0 | |
Common Class B [Member] | ||
Shareholder's Equity: | ||
Common stock | $ 316 | [1] |
[1]This number includes up to 412,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 8). On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend (see Note 8). The accompanying notes are an integral part of these unaudited condensed financial statements. |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | 2 Months Ended | ||||
Dec. 09, 2021 | Sep. 30, 2021 | Aug. 13, 2021 | |||
Preferred stock par or stated value per share | $ 0.0001 | ||||
Preferred stock shares authorized | 5,000,000 | ||||
Preferred stock shares issued | 0 | ||||
Preferred stock shares outstanding | 0 | ||||
Common Class A [Member] | |||||
Common stock par or stated value per share | $ 0.0001 | ||||
Common stock shares authorized | 500,000,000 | ||||
Common stock shares issued | 0 | ||||
Common stock, Shares, Outstanding | 0 | ||||
Common Class B [Member] | |||||
Common stock par or stated value per share | [1] | $ 0.0001 | |||
Common stock shares authorized | [1] | 50,000,000 | |||
Common stock shares issued | 3,162,500 | [1] | 2,875,000 | ||
Common stock, Shares, Outstanding | 3,162,500 | [1] | 2,875,000 | ||
Common Class B [Member] | Founder shares [Member] | Subsequent Event [Member] | |||||
Common stock, Shares, Outstanding | 3,162,500 | ||||
Stockholders' equity note, stock split | 1.1 | ||||
Over-Allotment Option [Member] | Common Class B [Member] | |||||
Common shares subject to forfeiture | 412,500 | ||||
[1]This number includes up to 412,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 8). On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend (see Note 8). The accompanying notes are an integral part of these unaudited condensed financial statements. |
Condensed Statements Of Operati
Condensed Statements Of Operations | 2 Months Ended | |
Sep. 30, 2021 USD ($) $ / shares shares | ||
Formation costs | $ | $ 10,741 | |
Net loss | $ | $ (10,741) | |
Weighted Average Number of Shares Outstanding, Diluted | 0 | |
Earnings Per Share, Basic | $ / shares | $ 0 | |
Earnings Per Share, Diluted | $ / shares | $ 0 | |
Common Class B [Member] | ||
Weighted Average Number of Shares Outstanding, Basic | 2,750,000 | [1] |
Weighted Average Number of Shares Outstanding, Diluted | 2,750,000 | [1] |
[1]This number excludes an aggregate of up to 412,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 8). On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend (see Note 8). |
Condensed Statements Of Opera_2
Condensed Statements Of Operations (Parenthetical) - Common Class B [Member] - shares | 2 Months Ended | |||
Dec. 09, 2021 | Sep. 30, 2021 | Aug. 13, 2021 | ||
Common stock shares outstanding | 3,162,500 | [1] | 2,875,000 | |
Founder Shares [Member] | Subsequent Event [Member] | ||||
Stockholders' equity note, stock split | 1.1 | |||
Common stock shares outstanding | 3,162,500 | |||
Over-Allotment Option [Member] | ||||
Common shares subject to forfeiture | 412,500 | |||
[1]This number includes up to 412,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 8). On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend (see Note 8). The accompanying notes are an integral part of these unaudited condensed financial statements. |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholder's Equity - 2 months ended Sep. 30, 2021 - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Stock [Member] Common Class B [Member] | |
Balance at Aug. 08, 2021 | |||||
Balance, shares at Aug. 08, 2021 | [1] | ||||
Class B ordinary shares issued to Sponsor | 25,000 | 24,684 | 0 | $ 316 | |
Class B ordinary shares issued to Sponsor, Shares | [1] | 3,162,500 | |||
Net loss | (10,741) | (10,741) | |||
Balance at Sep. 30, 2021 | $ 14,259 | $ 24,684 | $ (10,741) | $ 316 | |
Balance, shares at Sep. 30, 2021 | [1] | 3,162,500 | |||
[1]This number includes up to 412,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 8). On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend (see Note 8). |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Shareholder's Equity (Parenthetical) - Common Class B [Member] - shares | 2 Months Ended | |||
Dec. 09, 2021 | Sep. 30, 2021 | Aug. 13, 2021 | ||
Common stock shares outstanding | 3,162,500 | [1] | 2,875,000 | |
Founder Shares [Member] | Subsequent Event [Member] | ||||
Stockholders' Equity Note, Stock Split | 1.1 | |||
Common stock shares outstanding | 3,162,500 | |||
Over-Allotment Option [Member] | ||||
Common shares subject to forfeiture | 412,500 | |||
[1]This number includes up to 412,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 8). On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend (see Note 8). The accompanying notes are an integral part of these unaudited condensed financial statements. |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 2 Months Ended |
Sep. 30, 2021 USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (10,741) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Formation cost paid by Sponsor | 6,941 |
Changes in operating assets and liabilities: | |
Accrued expenses | 3,800 |
Net cash used in operating activities | 0 |
Net change in cash | 0 |
Cash, August 9, 2021 (inception) | 0 |
Cash, end of the period | 0 |
Supplemental disclosure of cash flow information: | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 18,059 |
Deferred offering costs included in accrued offerings costs and expenses | $ 336,556 |
Organization, Business Operatio
Organization, Business Operation and Liquidity | 2 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operation and Liquidity | Note 1—Organization, Business Operation and Liquidity Forbion European Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on August 9, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity for the period from August 9, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering 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 The Company’s Sponsor is Forbion Growth Sponsor FEAC I B.V., a Cayman Islands limited liability company (the “Sponsor”). The one-third Simultaneously with the consummation of the IPO and full exercise of the overallotment, the Company consummated the private placement of 5,195,000 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement. The sale of the Private Placement Warrants Transaction costs related to the IPO amounted to $5,602,513 consisting of $1,800,000 of underwriting commissions, $3,150,000 of deferred underwriting commissions, and $652,513 of other offering costs. The underwriters’ exercise of their full over-allotment option generated an additional $907,500 in transaction costs for aggregate transaction costs of $6,510,013 consisting of $2,130,000 of underwriting commissions, $3,727,500 of deferred underwriting commissions and $652,513 of other offering costs (see Note 8). In addition, $1,641,236 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not 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 IPO on December 14, 2021, $113,492,500 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”). This amount was comprised of $10.25 per Unit for the 11,000,000 Units sold in the IPO in addition to a $742,500 deposit in advance , 2a-7 paid-up The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), 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 general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination, regardless of whether such shareholder votes on such proposed Business Combination, and if they do vote, regardless of whether they vote for or against such proposed Business Combination, at a per-share then- outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of the initial Business Combination with respect to the Company’s warrants. Further, the Company will not proceed with redeeming the Public Shares, even if a Public Shareholder has properly elected to redeem its shares if a Business Combination does not close. The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company’s amended and restated memorandum and articles of association provides that the Company will have only 18 months from the closing of the IPO per-share The Sponsor and each member of its management team have entered into an agreement with Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (ii) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). The Company has until 18 months , $1,265,000 ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) 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 (1) $10.25 per Public Share or (2) 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, in each case net of the interest which may be withdrawn to pay taxes, except as 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 underwriter of the 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 has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Liquidity and Capital Resources Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the trust and used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 |
Significant Accounting Policies
Significant Accounting Policies | 2 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus, which contains the initial audited financial statements and notes thereto for the period from August 9, 2021 (inception) to August 13, 2021 as filed with the SEC on December 13, 2021, and the Company’s report on Form 8-K, Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Offering Costs associated with the IPO Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1. non-redeemable initial Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 11,000,000 Class A ordinary shares subject to possible redemption (12,650,000 Class A ordinary shares subject to possible redemption following the full exercise of the underwriters’ over-allotment option on December 15, 2021) are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 412,500 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) 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 Topic 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt-Debt 470-20) Hedging-Contracts 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
IPO
IPO | 2 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
IPO | Note 3—IPO On December 14, 2021, the Company consummated its IPO of 11,000,000 Units at a purchase price of $10.00 per Unit. Each Unit that the Company is offering has a price of $10.00 and consists of one Class A ordinary share and one-third Following the closing of the IPO on December 14, 2021, $113,492,500 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”). This amount was comprised of $10.25 per Unit for the 11,000,000 Units sold in the IPO in addition to a $742,500 deposit in advance from 2a-7 |
Private Placement
Private Placement | 2 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4—Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 4,700,000 Private Placement Warrants ( W The Private Placement Warrants are not be transferable, assignable or salable (and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants are not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination), except as described herein under “Principal Shareholders-Transfers of Founder Shares and Private Placement Warrants.” Any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants require a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants. |
Related Party Transactions
Related Party Transactions | 2 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On August 12, 2021, Forbion European Sponsor LLP paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”), par value $0.0001. On November 23, 2021, Forbion European Sponsor LLP transferred 2,875,000 Class B ordinary shares to the Sponsor in exchange for $25,000, or approximately $0.009 per share. On December 9, 2021, the Company issued 287,500 Class B ordinary shares to the Sponsor resulting from a 1.1 for 1 share dividend. Up to 412,500 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. Prior to the Business Combination, only holders of Class B ordinary shares will be able to vote on the appointment of directors and to continue the Company in a jurisdiction outside the Cayman Islands. Promissory Note—Related Party On August 12, 2021, Forbion European Sponsor LLP agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO non -interest IPO Working Capital Loans In order to finance transaction costs in connection with an intended 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 the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close. The Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Related Party Extension Loans The Company may extend the period of time to consummate a Business Combination by up to two additional three-month periods (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the trust account, for each additional three-month period, $1,265,000, ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a non-interest Office Space, Secretarial and Administrative Services Commencing on December 9, 2021, the date that the Company’s securities are first listed on the NASDAQ through the earlier of the out-of-pocket Additionally, the Sponsor has agreed to pay an annual salary of $25,000 to each of the independent Board Members for services rendered prior to or in connection with the completion of the Business Combination. Board members are entitled to reimbursement for any out-of-pocket |
Commitments & Contingencies
Commitments & Contingencies | 2 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 - Commitments & Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans and extension loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and extension loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO Except as described herein, the Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell (i) their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading P S lock-up. In addition, pursuant to the registration and shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled to nominate three individuals for appointment to the Company’s board of directors, as long as the S Underwriting Agreement The underwriters were granted 45-day The underwriters were paid underwriting commission of $ 0.20 per Unit sold in the IPO, excluding Units sold to the anchor investor , or $ , upon the closing of the IPO. Following the exercise of the underwriters’ over-allotment option on December , , the underwriters earned an additional $ for an aggregate of $ in underwriting commissions related to the IPO and over-allotment (see Note . In addition, $3,150,000 is payable to the underwriters for deferred underwriting commissions related to the Units sold in the IPO, excluding those Units sold to the anchor investor additional $ for an aggregate of $ in deferred underwriting commissions related to the IPO and over-allotment (see Note . The deferred underwriting commission 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. Forward Purchase Agreements The Company has entered into two forward purchase agreements with an affiliate of the Sponsor (the “FPA Purchaser”), pursuant to which the FPA Purchaser has agreed to purchase (1) an aggregate of 1,000,000 Class A ordinary shares for $10.00 per share (the “firm forward purchase shares”), or an aggregate amount of $10,000,000 and (2) in addition, an aggregate of up to 1,000,000 Class A ordinary shares for $10.00 per share (the “additional forward purchase shares”), or an aggregate maximum amount of up to $10,000,000, in each case in a private placement that may close simultaneously with the closing of the Company’s initial Business Combination. |
Shareholder's Equity
Shareholder's Equity | 2 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholder's Equity | Note 7—Shareholder’s Equity Preference shares and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September, 2021, there were Class A ordinary shares Class B ordinary shares of the Company’s issued and outstanding ordinary shares after the IPO Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders two-thirds The Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if t as-converted one-to-one. Public Warrants The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than twenty Redemption of public warrants • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, which the Company refer to as the “30-day • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities-Warrants-Public Shareholders’ Warrants-Redemption Procedures-Anti-dilution Adjustments”) for 30-trading 15 The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities-Warrants -Public Shareholders’ Warrants-Redemption Procedures-Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. If the Company calls the Public Warrants for redemption as described above, it will have the option to require any holder that wishes to exercise its public warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their public warrants on a “cashless basis,” the Company will consider, among other factors, its cash position, the number of public warrants that are outstanding and the dilutive effect on shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the Public Warrants. If the Company takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their public warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the 10-day No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if the Company is not the surviving company in the Business Combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants. |
Subsequent Events
Subsequent Events | 2 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. Based upon this evaluation, the Company did not identify any other subsequent events that would have required adjustments or disclosure in the financial statements, other than those disclosed below: On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend. On December 14, 2021, Company’s commenced the IPO of 11,000,000 units (or 12,650,000 units if the underwriters’ over-allotment option is exercised in full) at $10.00 per unit. On December 15, 2021, the underwriters exercised their full over-allotment option and purchased the additional Units available to them. The aggregate Units sold in the IPO and subsequent over-allotment were 12,650,000 and generated gross proceeds of $126,500,000. 1 6 Simultaneously with the consummation of th e In connection with the IPO, the Company entered into the following agreements: • An Underwriting Agreement, dated December 9, 2021, between the Company, UBS Securities LLC and Kempen & Co. USA, Inc. (the “ Underwriting Agreement • The Amended and Restated Memorandum and Articles of Association of the Company, dated December 9, 2021. • A Warrant Agreement, dated December 9, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. • A Letter Agreement, dated December 9, 2021, between the Company and its officers, directors and the Sponsor. • An Investment Management Trust Agreement, dated December 9, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee. • A Registration and Shareholder Rights Agreement, dated December 9, 2021, among the Company and the Sponsor. • An Administrative Services Agreement, dated December 9, 2021, between the Company and the Sponsor. • A Private Placement Warrants Purchase Agreement, dated December 9, 2021, between the Company and the Sponsor. • Indemnity Agreements, each dated December 9, 2021, between the Company and each of its executive officers and directors. • A Forward Purchase Agreement, dated December 9, 2021, between the Company and Forbion Growth Sponsor FEAC I B.V. • A Forward Purchase Agreement, dated December 9, 2021, between the Company and Forbion Growth Sponsor FEAC I B.V. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 2 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus, which contains the initial audited financial statements and notes thereto for the period from August 9, 2021 (inception) to August 13, 2021 as filed with the SEC on December 13, 2021, and the Company’s report on Form 8-K, |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. |
Offering Costs associated with the IPO | Offering Costs associated with the IPO Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1. non-redeemable initial |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 11,000,000 Class A ordinary shares subject to possible redemption (12,650,000 Class A ordinary shares subject to possible redemption following the full exercise of the underwriters’ over-allotment option on December 15, 2021) are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 412,500 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) 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 Topic 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt-Debt 470-20) Hedging-Contracts 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Organization, Business Operat_2
Organization, Business Operation and Liquidity - Additional Information (Details) - USD ($) | 2 Months Ended | ||
Dec. 15, 2021 | Dec. 14, 2021 | Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Entity incorporation date of incorporation | Aug. 09, 2021 | ||
Post-transaction ownership percentage of the target entity | 50% | ||
Term of restricted investments | 185 days | ||
Percentage of public shares to be redeemed in case does not complete initial business combination within combination period | 100% | ||
Percentage of dutch dividend withholding tax | 15% | ||
Redemption Value Per Share | $ 10.25 | ||
Minimum netorth needed to consummate business combination | $ 5,000,001 | ||
Threshold period from the closing of public offering to consummate business combination as per amended and restated and restated articles of association | 18 months | ||
Threshold period from the closing of the public offering extends the period of time to consummate a business combination | 24 months | ||
Expenses payable on liquidation | $ 100,000 | ||
Period to complete business combination from closing of the initial public offering | 18 days | ||
Payments to acquire restricted investment for each additional three month period | $ 1,265,000 | ||
Payments to acquire restricted investment for each additional three month period, Per share | $ 0.1 | ||
Minimum per share amount to be maintained in the trust account | $ 10.25 | ||
Minimum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Fair market value as percentage of net assets held in trust account included in initial business combination | 80% | ||
Subsequent Event [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Offering costs | $ 5,602,513 | ||
Underwriting commissions | 1,800,000 | ||
Deferred underwriting commissions | 3,150,000 | ||
Other Offering Costs | 652,513 | ||
Investment of cash in Trust Account | $ 129,662,500 | $ 113,492,500 | |
Cash deposited in Trust Account per Unit | $ 10.25 | ||
Additional Deposit In advance From Related Party Deposited In Restricted Investments | $ 742,500 | ||
Term of restricted investments | 185 days | ||
Subsequent Event [Member] | Private Placement Warrants [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Class of warrants or rights warrants issued during the period | 5,195,000 | ||
Class of warrants or rights warrants issued issue price per warrant | $ 1.5 | ||
Proceeds from private placement of warrants | $ 7,792,500 | ||
Common Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | ||
IPO [Member] | Subsequent Event [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Investment of cash in Trust Account | $ 11,000,000 | ||
IPO [Member] | Subsequent Event [Member] | Public Warrants [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of shares issued upon exercise of warrant | 1 | ||
Exercise price of warrant | $ 11.5 | ||
IPO [Member] | Common Class A [Member] | Subsequent Event [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock issued during period shares new issues | 11,000,000 | ||
Shares issued price per share | $ 10 | ||
Number of shares included in Unit | 1 | ||
Proceeds from issuance initial public offering | $ 126,500,000 | ||
Over-Allotment Option [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Cash | $ 1,641,236 | ||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Underwriting commissions | 2,130,000 | ||
Deferred underwriting commissions | 3,727,500 | ||
Other Offering Costs | 652,513 | ||
Additional transaction costs | 907,500 | ||
Aggregate Transaction Costs | 6,510,013 | ||
Investment of cash in Trust Account | $ 10.25 | ||
Cash deposited in Trust Account per Unit | $ 129,662,500 | ||
Over-Allotment Option [Member] | Common Class A [Member] | Subsequent Event [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock issued during period shares new issues | 12,650,000 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) | 2 Months Ended | ||
Dec. 14, 2021 | Sep. 30, 2021 | ||
Accounting Policies [Line Items] | |||
Cash equivalents at carrying value | $ 0 | ||
Dilutive securities | 0 | ||
Unrecognized tax benefits | $ 0 | ||
Accrued amounts for interest and penalties for unrecognized tax benefits | 0 | ||
Cash insrued with federal deposit insurance corporation | $ 250,000 | ||
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Number of Ordinary shares subject to possible redemptions | 11,000,000 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Accounting Policies [Line Items] | |||
Number of Ordinary shares subject to possible redemptions | 12,650,000 | ||
Common Class B [Member] | |||
Accounting Policies [Line Items] | |||
Dilutive securities | [1] | 2,750,000 | |
Common Class B [Member] | Over-Allotment Option [Member] | |||
Accounting Policies [Line Items] | |||
Weighted average number of shares common stock subject to repurchase or cancellation | 412,500 | ||
Subsequent Event [Member] | |||
Accounting Policies [Line Items] | |||
Offering costs | $ 5,602,513 | ||
Underwriting commissions | 1,800,000 | ||
Deferred underwriting commissions | 3,150,000 | ||
Other Offering Costs | 652,513 | ||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||
Accounting Policies [Line Items] | |||
Underwriting commissions | 2,130,000 | ||
Deferred underwriting commissions | 3,727,500 | ||
Other Offering Costs | $ 652,513 | ||
[1]This number excludes an aggregate of up to 412,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 8). On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend (see Note 8). |
IPO - Additional Information (D
IPO - Additional Information (Details) - USD ($) | 2 Months Ended | ||
Dec. 15, 2021 | Dec. 14, 2021 | Sep. 30, 2021 | |
Disclosure Of Initial Public Offering [Line Items] | |||
Common stock, Conversion basis | one-to-one | ||
Term of restricted investments | 185 days | ||
Subsequent Event [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Payments to acquire restricted investment | $ 129,662,500 | $ 113,492,500 | |
Payments to acquire restricted investment, Per unit | $ 10.25 | ||
Term of restricted investments | 185 days | ||
IPO [Member] | Subsequent Event [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Payments to acquire restricted investment | 11,000,000 | ||
IPO And Private Placement [Member] | Subsequent Event [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Payments to acquire restricted investment | $ 113,492,500 | ||
Payments to acquire restricted investment, Per unit | $ 10.25 | ||
Advance from the sponsor deposited in trust account | $ 742,500 | ||
Common Class A [Member] | Public Warrant [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | ||
Common Class A [Member] | Subsequent Event [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Proceeds from issuance initial public offering and over allotment option, Gross | $ 126,500,000 | ||
Common Class A [Member] | IPO [Member] | Subsequent Event [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Stock issued during period, Shares | 11,000,000 | ||
Shares issued, Price per share | $ 10 | ||
Common stock, Conversion basis | consists of one Class A ordinary share and one-third of one redeemable warrant. | ||
Common Class A [Member] | IPO [Member] | Subsequent Event [Member] | Public Warrant [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | ||
Common Class A [Member] | IPO And Over Allotment Option [Member] | Subsequent Event [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Stock issued during period, Shares | 12,650,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) - Private Placement Warrant [Member] | 2 Months Ended | ||
Dec. 15, 2021 USD ($) shares | Sep. 30, 2021 d | Dec. 14, 2021 $ / shares shares | |
Private Placement [Line Items] | |||
Class of warrants or rights issued during period, Warrants | 5,195,000 | ||
Minimum [Member] | |||
Private Placement [Line Items] | |||
Percentage of outstanding private placement warrant held by holders who vote in amending terms of warrant | 50% | ||
Private Placement [Member] | Sponsor [Member] | Subsequent Event [Member] | |||
Private Placement [Line Items] | |||
Class of warrants or rights issued during period, Warrants | 4,700,000 | ||
Warrants issued, Price per warrant | $ / shares | $ 1.5 | ||
Common Class A [Member] | |||
Private Placement [Line Items] | |||
Lock up period | d | 30 | ||
Common Class A [Member] | Sponsor [Member] | Subsequent Event [Member] | |||
Private Placement [Line Items] | |||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||
Class of warrant or right, Exercise price of warrants or rights | $ / shares | $ 11.5 | ||
Private Placement And Over Allotment Option [Member] | Sponsor [Member] | Subsequent Event [Member] | |||
Private Placement [Line Items] | |||
Proceeds from issuance of warrants | $ | $ 7,792,500 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 2 Months Ended | ||||||
Dec. 09, 2021 | Nov. 23, 2021 | Sep. 30, 2021 | Aug. 12, 2021 | Sep. 30, 2021 | Aug. 13, 2021 | ||
Stock issued during period, Value, Issued for services | $ 25,000 | ||||||
Business combination, Consummation period, Extension terms | two additional three-month periods | ||||||
Extended period within which business combination shall be consummated | 24 months | ||||||
Payments to acquire restricted investment for each additional three month period | $ 1,265,000 | ||||||
Payments To Acquire Restricted Investment For Each Additional Three Month Period Per Share | $ 0.1 | $ 0.1 | |||||
Working Capital Loans [Member] | |||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 1,500,000 | $ 1,500,000 | |||||
Debt Instrument, Convertible, Conversion Price | $ 1.5 | $ 1.5 | |||||
Bank Overdrafts | $ 0 | $ 0 | |||||
Extension Loans [Member] | |||||||
Debt Instrument, Convertible, Conversion Price | $ 1.5 | $ 1.5 | |||||
Extension Loans [Member] | Inorder To Extend Consummation Period [Member] | |||||||
Payments to acquire restricted investment for each additional three month period | $ 1,265,000 | ||||||
Payments To Acquire Restricted Investment For Each Additional Three Month Period Per Share | $ 0.1 | 0.1 | |||||
Subsequent Event [Member] | Founder shares [Member] | Over-Allotment Option [Member] | |||||||
Common stock, other shares, outstanding | 412,500 | ||||||
Forbion European Sponsor LLP [Member] | |||||||
Stock issued during period, Value, Issued for services | $ 25,000 | ||||||
Shares Issued, Price Per Share | $ 0.009 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||
Sponsor [Member] | Subsequent Event [Member] | Office Space Secretarial And Administrative Services [Member] | |||||||
Related party transaction, Amounts of transaction | $ 10,000 | ||||||
Sponsor [Member] | Subsequent Event [Member] | Salary [Member] | |||||||
Related party transaction, Amounts of transaction | $ 25,000 | ||||||
Common Class B [Member] | |||||||
Common Stock, Par or Stated Value Per Share | [1] | $ 0.0001 | $ 0.0001 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||
Common stock, other shares, outstanding | 375,000 | ||||||
Common Class B [Member] | Subsequent Event [Member] | Founder shares [Member] | Over-Allotment Option [Member] | |||||||
Common stock, other shares, outstanding | 412,500 | ||||||
Common Class B [Member] | Forbion European Sponsor LLP [Member] | |||||||
Stock issued during period, Shares, Issued for services | 2,875,000 | ||||||
Common Class B [Member] | Sponsor [Member] | Subsequent Event [Member] | |||||||
Stock issued during period, Shares, Issued for services | 287,500 | ||||||
Common Class B [Member] | Sponsor [Member] | Subsequent Event [Member] | Transfer Between Forbion European Sponsor LLP And Sponsor [Member] | |||||||
Stock issued during period, Value, Issued for services | $ 25,000 | ||||||
Shares Issued, Price Per Share | $ 0.009 | ||||||
Stock issued during period, Shares, Issued for services | 2,875,000 | ||||||
[1]This number includes up to 412,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 8). On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend (see Note 8). The accompanying notes are an integral part of these unaudited condensed financial statements. |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Details) | Dec. 15, 2021 USD ($) | Dec. 14, 2021 USD ($) shares | Sep. 30, 2021 USD ($) d Day $ / shares shares |
Underwriting commission, Per unit | 0.20% | ||
Subsequent Event [Member] | |||
Payments for underwriting expense | $ 1,800,000 | ||
Restriction On Transfer Of Founder Shares [Member] | Share Price Equals Or Exceeds Twelve USD [Member] | |||
Number of trading days determining share price | 20 days | ||
Number of consecutive trading days determining share price | 30 days | ||
Threshold number of trading days determining share price | 150 days | ||
Founder Shares [Member] | Restriction On Transfer Of Founder Shares [Member] | |||
Lock up period | d | 1 | ||
Registration And Shareholder Rights Agreement [Member] | |||
Number of demands that can be made | Day | 3 | ||
Number of individuals for appointment to the board of directors nominated by sponsor | Day | 3 | ||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Payments for underwriting expense | $ 330,000 | ||
Deferred compensation liability, Noncurrent | 577,500 | ||
Underwriting Agreement [Member] | IPO [Member] | Subsequent Event [Member] | |||
Deferred compensation liability, Noncurrent | $ 3,150,000 | ||
Underwriting Agreement [Member] | IPO And Over Allotment Option [Member] | Subsequent Event [Member] | |||
Payments for underwriting expense | 2,130,000 | ||
Deferred compensation liability, Noncurrent | $ 3,727,500 | ||
Forward Purchase Agreements [Member] | FPA Purchaser [Member] | |||
Number of agreements | Day | 2 | ||
Common Class A [Member] | Restriction On Transfer Of Founder Shares [Member] | Share Price Equals Or Exceeds Twelve USD [Member] | |||
Share price | $ / shares | $ 12 | ||
Common Class A [Member] | Registration And Shareholder Rights Agreement [Member] | Private Placement Warrant [Member] | |||
Lock up period | d | 30 | ||
Common Class A [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Option vesting period | 45 days | ||
Common stock, shares subscribed but unissued | shares | 1,650,000 | ||
Common Class A [Member] | Forward Purchase Agreements [Member] | Firm Forward Purchase Shares [Member] | Private Placement [Member] | FPA Purchaser [Member] | |||
Share price | $ / shares | $ 10 | ||
Common stock, shares subscribed but unissued | shares | 1,000,000 | ||
Common stock, value, subscriptions | $ 10,000,000 | ||
Common Class A [Member] | Forward Purchase Agreements [Member] | Additional Forward Purchase Shares [Member] | Private Placement [Member] | FPA Purchaser [Member] | |||
Share price | $ / shares | $ 10 | ||
Common stock, shares subscribed but unissued | shares | 1,000,000 | ||
Common stock, value, subscriptions | $ 10,000,000 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Details) | 2 Months Ended | |||||||
Dec. 14, 2021 $ / shares shares | Dec. 09, 2021 shares | Sep. 30, 2021 Classes $ / shares shares | Sep. 30, 2021 Classes $ / shares shares | Aug. 13, 2021 USD ($) shares | ||||
Preferred stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||||||
Preferred stock shares issued | 0 | 0 | ||||||
Preferred stock shares outstanding | 0 | 0 | ||||||
Board of directors, Service term | 3 years | |||||||
Number of class of directors being appointed in each year | Classes | 1 | 1 | ||||||
Common stock, threshold percentage on conversion of shares | 20% | 20% | ||||||
Common stock, Conversion basis | one-to-one | |||||||
Number of trading days determining volume weighted average trading price of common stock | 20 days | |||||||
Number of days after consummation of business combination within which securities registration shall be effective | 60 days | |||||||
Number of days of average closing price determining fair market value | 10 days | |||||||
Share Price Equals Or Exceeds Eighteen USD [Member] | ||||||||
Number of trading days determining share price | 20 days | |||||||
Number of consecutive trading days determining share price | 30 days | |||||||
Public Warrant [Member] | ||||||||
Period after which the warrants are exercisable | 30 days | |||||||
Warrants and rights outstanding, Term | 5 years | 5 years | ||||||
Class of warrant or right, Redemption price per warrant | 0.01 | 0.01 | ||||||
Minimum notice of redemption period | 30 days | |||||||
Minimum [Member] | ||||||||
Percentage holding of common stock eligible for voting of directors | 50% | 50% | ||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | Founder Shares [Member] | ||||||||
Common stock, other shares, outstanding | 412,500 | |||||||
Common Class A [Member] | ||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares authorized | 500,000,000 | 500,000,000 | ||||||
Common stock, Shares, Issued | 0 | 0 | ||||||
Common stock, Shares, Outstanding | 0 | 0 | ||||||
Common Class A [Member] | Share Price Equals Or Exceeds Eighteen USD [Member] | ||||||||
Share price | $ / shares | $ 18 | $ 18 | ||||||
Common Class A [Member] | Public Warrant [Member] | ||||||||
Class of warrant or right, Exercise price of warrants or rights | $ / shares | 11.5 | $ 11.5 | ||||||
Proceeds from equity used for funding business combination as a percentage of the total | 60% | |||||||
Common Class A [Member] | Public Warrant [Member] | Volume Weighted Average Trading Price Below Nine Point Twenty USD [Member] | ||||||||
Number of trading days determining volume weighted average trading price of common stock | 20 days | |||||||
Volume weighted average trading price of common stock | 9.2 | |||||||
Class of Warrants Exercise Price Adjustment Percentage | 115% | |||||||
Common Class A [Member] | Public Warrant [Member] | Share Price Less Than Nine Point Twenty USD [Member] | ||||||||
Share price | $ / shares | $ 9.2 | $ 9.2 | ||||||
Common Class A [Member] | Public Warrant [Member] | Share Price At Eighteen USD [Member] | ||||||||
Class of Warrants Exercise Price Adjustment Percentage | 180% | |||||||
Redemption trigger price per share | 18 | 18 | ||||||
Common Class A [Member] | Public Warrant [Member] | Share Price Below Eighteen USD [Member] | ||||||||
Redemption trigger price per share | 18 | 18 | ||||||
Common Class A [Member] | IPO [Member] | Subsequent Event [Member] | ||||||||
Common stock, Conversion basis | consists of one Class A ordinary share and one-third of one redeemable warrant. | |||||||
Common Class A [Member] | IPO [Member] | Subsequent Event [Member] | Public Warrant [Member] | ||||||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |||||||
Class of warrant or right, Exercise price of warrants or rights | $ / shares | $ 11.5 | |||||||
Common Class B [Member] | ||||||||
Common stock par or stated value per share | $ / shares | [1] | $ 0.0001 | $ 0.0001 | |||||
Common stock shares authorized | [1] | 50,000,000 | 50,000,000 | |||||
Common stock, Shares, Issued | 3,162,500 | [1] | 3,162,500 | [1] | 2,875,000 | |||
Common stock, Shares, Outstanding | 3,162,500 | [1] | 3,162,500 | [1] | 2,875,000 | |||
Common stock, Voting rights | one | |||||||
Percentage of ownership held by initial shareholders after the Public Offer | 20% | 20% | ||||||
Common Class B [Member] | Subsequent Event [Member] | Stock Dividend For Each Outstanding Share [Member] | ||||||||
Stock dividend, Per share | 1.1 | |||||||
Common Class B [Member] | Subsequent Event [Member] | Founder Shares [Member] | ||||||||
Common stock, Shares, Outstanding | 3,162,500 | |||||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||
Common stock, other shares, outstanding | 375,000 | |||||||
Common stock, Other value, Outstanding | $ | $ 0 | |||||||
Common Class B [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | Founder Shares [Member] | ||||||||
Common stock, other shares, outstanding | 412,500 | |||||||
[1]This number includes up to 412,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 8). On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend (see Note 8). The accompanying notes are an integral part of these unaudited condensed financial statements. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Dec. 15, 2021 | Dec. 14, 2021 | Dec. 09, 2021 | Sep. 30, 2021 | Aug. 13, 2021 | |
Common Class B [Member] | ||||||
Common stock, Shares, Outstanding | 3,162,500 | [1] | 2,875,000 | |||
Common Class B [Member] | Subsequent Event [Member] | Stock Dividend For Each Outstanding Share [Member] | ||||||
Stock dividend, Per share | 1.1 | |||||
Common Class B [Member] | Subsequent Event [Member] | Founder Shares [Member] | ||||||
Common stock, Shares, Outstanding | 3,162,500 | |||||
Common Class A [Member] | ||||||
Common stock, Shares, Outstanding | 0 | |||||
Common Class A [Member] | Subsequent Event [Member] | ||||||
Proceeds from issuance initial public offering and over allotment option, Gross | $ 126,500,000 | |||||
Common Class A [Member] | IPO [Member] | Subsequent Event [Member] | ||||||
Stock issued during period, Shares | 11,000,000 | |||||
Shares issued, Price per share | $ 10 | |||||
Common Class A [Member] | IPO And Over Allotment Option [Member] | Subsequent Event [Member] | ||||||
Stock issued during period, Shares | 12,650,000 | |||||
Private Placement Warrant [Member] | Sponsor [Member] | Private Placement [Member] | ||||||
Class of warrants or rights issued during period, Warrants | 4,700,000 | |||||
Private Placement Warrant [Member] | Sponsor [Member] | Private Placement [Member] | Subsequent Event [Member] | ||||||
Warrants issued, Price per warrant | $ 1.5 | |||||
Private Placement Warrant [Member] | Sponsor [Member] | Private Placement And Over Allotment Option [Member] | Subsequent Event [Member] | ||||||
Class of warrants or rights issued during period, Warrants | 5,195,000 | |||||
Proceeds from issuance of warrants | $ 7,792,500 | |||||
[1]This number includes up to 412,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 8). On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend (see Note 8). The accompanying notes are an integral part of these unaudited condensed financial statements. |