Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-41250 | |
Entity Registrant Name | AURORA TECHNOLOGY ACQUISITION CORP | |
Entity Central Index Key | 0001883788 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1624542 | |
Entity Address, Address Line One | 4 Embarcadero Center | |
Entity Address, Address Line Two | Suite 1449 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 650 | |
Local Phone Number | 550-0458 | |
Title of 12(b) Security | Class A Ordinary Share, par value $0.0001 per share | |
Trading Symbol | ATAK | |
Security Exchange Name | NASDAQ | |
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 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share | |
Trading Symbol | ATAKU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, exercisable for Class A Ordinary Shares at an exercise price of $11.50 per share | |
Trading Symbol | ATAKW | |
Security Exchange Name | NASDAQ | |
Rights [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights to one-tenth of one Class A Ordinary Share | |
Trading Symbol | ATAKR | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,200,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,050,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 257,120 | $ 65,373 |
Prepaid expenses – current | 432,070 | 0 |
Total Current Assets | 689,190 | 65,373 |
Non-current assets | ||
Cash and marketable securities held in Trust Account | 205,175,816 | 0 |
Deferred offering costs | 0 | 307,402 |
Total Non-current Assets | 205,175,816 | 307,402 |
Total Assets | 205,865,006 | 372,775 |
Current liabilities | ||
Accounts payable and accrued expenses | 91,222 | 9,947 |
Accrued offering costs | 64,512 | 104,990 |
Promissory note – related party | 0 | 242,801 |
Total Current Liabilities | 155,734 | 357,738 |
Non-Current liabilities | ||
Warrant Liability | 533,000 | 0 |
Deferred underwriter fee payable | 7,070,000 | 0 |
Total Non-current Liabilities | 7,603,000 | 0 |
Total Liabilities | 7,758,734 | 357,738 |
Commitments and Contingencies (Note 8) | ||
Class A ordinary shares subject to possible redemption; $0.0001 par value; 500,000,000 shares authorized; 20,200,000 and no shares issued and outstanding subject to possible redemption at September 30, 2022 and December 31, 2021, respectively | 205,175,816 | 0 |
Shareholders' Equity (Deficit) | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 24,425 |
Accumulated deficit | (7,070,079) | (9,963) |
Total Shareholders' (Deficit) Equity | (7,069,544) | 15,037 |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | 205,865,006 | 372,775 |
Class A ordinary shares | ||
Shareholders' Equity (Deficit) | ||
Ordinary shares | 30 | 0 |
Class B ordinary shares | ||
Shareholders' Equity (Deficit) | ||
Ordinary shares | $ 505 | $ 575 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorizes | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 500,000,000 | 500,000,000 |
Temporary equity, shares issued | 20,200,000 | 0 |
Temporary equity shares outstanding | 20,200,000 | 0 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 303,000 | 0 |
Common stock, shares, outstanding | 303,000 | 0 |
Class B ordinary shares | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares, issued | 5,050,000 | 5,750,000 |
Common stock, shares, outstanding | 5,050,000 | 5,750,000 |
Condensed Statement of Operatio
Condensed Statement of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
Formation and operating costs | $ 9,947 | $ 219,330 | $ 1,210,401 |
Loss from operations | (9,947) | (219,330) | (1,210,401) |
Other income: | |||
Change in fair value of warrant liability | 471,500 | 5,247,547 | |
Gain on extinguishment of over-allotment liability | 258,440 | ||
Dividend income on marketable securities held in Trust Account | 902,675 | 1,155,816 | |
Other income, net | 1,374,175 | 6,661,803 | |
Net Income (loss) | $ (9,947) | $ 1,154,845 | $ 5,451,402 |
Basic net income per ordinary share | $ 0 | $ 0.05 | $ 0.24 |
Diluted net income per ordinary share | $ 0 | $ 0.05 | $ 0.24 |
Common Class A [Member] | |||
Other income: | |||
Basic weighted average shares outstanding | 20,200,000 | 17,314,286 | |
Diluted weighted average shares outstanding | 20,200,000 | 17,314,286 | |
Nonredeemable Ordinary Shares [Member] | |||
Other income: | |||
Basic weighted average shares outstanding | 5,000,000 | 5,353,000 | 5,302,571 |
Diluted weighted average shares outstanding | 5,000,000 | 5,353,000 | 5,302,571 |
Basic net income per ordinary share | $ 0.05 | $ 0.24 | |
Diluted net income per ordinary share | $ 0.05 | $ 0.24 |
Condensed Statement of Changes
Condensed Statement of Changes In Shareholders' Equity (Deficit) - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] Ordinary Shares Subject to Possible Redemption [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] |
Beginning balance, Shares at Aug. 05, 2021 | 0 | 0 | 0 | |||
Beginning balance at Aug. 05, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Issuance of Class B ordinary Shares to Sponsor | 25,000 | 24,425 | $ 575 | |||
Issuance of Class B ordinary Shares to Sponsor, Shares | 5,750,000 | |||||
Net income | (9,947) | (9,947) | ||||
Ending balance, Shares at Sep. 30, 2021 | 0 | 0 | 5,750,000 | |||
Ending balance at Sep. 30, 2021 | 15,053 | 24,425 | (9,947) | $ 0 | $ 0 | $ 575 |
Beginning balance, Shares at Dec. 31, 2021 | 0 | 0 | 5,750,000 | |||
Beginning balance at Dec. 31, 2021 | 15,037 | 24,425 | (9,963) | $ 0 | $ 0 | $ 575 |
Issuance of Class A ordinary shares, Shares | 20,200,000 | |||||
Issuance of Class A ordinary shares | $ 174,013,413 | |||||
Remeasurement of Class A ordinary shares to redemption value | (30,006,587) | (18,650,885) | (11,355,702) | $ 30,006,587 | ||
Forfeiture of Class B shares issued to Sponsor, Shares | (700,000) | |||||
Forfeiture of Class B shares issued to Sponsor | 0 | 70 | $ (70) | |||
Issuance of Representative Shares, Shares | 303,000 | |||||
Issuance of Representative Shares | 3,030,000 | 3,029,970 | $ 30 | |||
Rights underlying the Units | 15,596,420 | 15,596,420 | ||||
Net income | 3,097,637 | 3,097,637 | ||||
Ending balance, Shares at Mar. 31, 2022 | 20,200,000 | 303,000 | 5,050,000 | |||
Ending balance at Mar. 31, 2022 | (8,267,493) | (8,268,028) | $ 204,020,000 | $ 30 | $ 505 | |
Beginning balance, Shares at Dec. 31, 2021 | 0 | 0 | 5,750,000 | |||
Beginning balance at Dec. 31, 2021 | 15,037 | 24,425 | (9,963) | $ 0 | $ 0 | $ 575 |
Net income | 5,451,402 | |||||
Ending balance, Shares at Sep. 30, 2022 | 20,200,000 | 303,000 | 5,050,000 | |||
Ending balance at Sep. 30, 2022 | (7,069,544) | (7,070,079) | $ 205,175,816 | $ 30 | $ 505 | |
Beginning balance, Shares at Mar. 31, 2022 | 20,200,000 | 303,000 | 5,050,000 | |||
Beginning balance at Mar. 31, 2022 | (8,267,493) | (8,268,028) | $ 204,020,000 | $ 30 | $ 505 | |
Remeasurement of Class A ordinary shares to redemption value | (253,141) | 0 | (253,141) | $ 253,141 | ||
Net income | 1,198,920 | 1,198,920 | ||||
Ending balance, Shares at Jun. 30, 2022 | 20,200,000 | 303,000 | 5,050,000 | |||
Ending balance at Jun. 30, 2022 | (7,321,714) | (7,322,249) | $ 204,273,141 | $ 30 | $ 505 | |
Remeasurement of Class A ordinary shares to redemption value | (902,675) | $ 0 | (902,675) | $ 902,675 | ||
Net income | 1,154,845 | 1,154,845 | ||||
Ending balance, Shares at Sep. 30, 2022 | 20,200,000 | 303,000 | 5,050,000 | |||
Ending balance at Sep. 30, 2022 | $ (7,069,544) | $ (7,070,079) | $ 205,175,816 | $ 30 | $ 505 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (9,947) | $ 5,451,402 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Allocation of deferred offering costs for warrant liability | 516,746 | |
Change in fair value of warrant liability | (5,247,547) | |
Gain on extinguishment of OA liability | (258,440) | |
Dividend income on marketable securities held in Trust Account | (1,155,816) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (432,070) | |
Accounts payable and accrued expenses | 9,947 | 81,275 |
Net cash used in operating activities | (1,044,450) | |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | 204,020,000 | |
Net cash used in investing activities | (204,020,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class A ordinary shares to Sponsor | 202,000,000 | |
Payment of underwriting fee | (2,525,000) | |
Proceeds from sale of Private Warrants | 6,470,000 | |
Payment of Promissory Note | (242,801) | |
Payment of offering costs | (446,002) | |
Net cash provided by financing activities | 205,256,197 | |
Net Change in Cash | 191,747 | |
Cash – Beginning | 65,373 | |
Cash – Ending | 257,120 | |
Non-Cash Investing and Financing Activities: | ||
Initial measurement of Class A ordinary shares subject to possible redemption | 174,013,413 | |
Initial measurement of public warrants and private placement warrants | 5,780,547 | |
Deferred underwriting fee payable | 7,070,000 | |
Remeasurement of Class A ordinary shares subject to possible redemption | 31,162,403 | |
Forfeiture of Founder Shares | (70) | |
Issuance of Representative Shares | 30 | |
Deferred offering costs included in accrued offering costs | 49,156 | $ 64,512 |
Non-cash borrowings against the promissory note | 25,000 | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 |
Organization and Plans of Busin
Organization and Plans of Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plans of Business Operations | NOTE 1. ORGANIZATION AND PLANS OF BUSINESS OPERATIONS Organization and General Aurora Technology Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on August 6, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more businesses (a “Business Combination”). 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”). Sponsor and Initial Financing As of September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The registration statement for the Initial Public Offering was declared effective on February 7, 2022. On February 9, 2022, the Company consummated the Initial Public Offering of 20,200,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the exercise by the underwriter of its over-allotment option in the amount of 200,000 Units, at $10.00 per Unit, generating gross proceeds of $202,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,470,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to ATAC Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,470,000, which is described in Note 4. Transaction costs related to the consummation of the IPO on February 9, 2022, amounted to $29,192,787, consisting of $2,525,000 of underwriting discount, $7,070,000 of deferred underwriting fees, over-allotment option liability of $258,440, $3,030,000 for issuance of representative shares, $15,596,420 fair value of rights underlying the Units, and $712,927 of actual offering costs. In addition, on February 9, 2022, cash of $1,468,333 was held outside of the Trust Account (as defined below) and was available for the payment of offering costs and for working capital purposes. The Trust Account Following the closing of the Initial Public Offering on February 9, 2022 (“IPO Closing Date”), an amount of $204,020,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The funds in the Trust Account is invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a shareholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including 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 the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter in connection with the IPO (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. As a result, shares are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The decision as to whether the Company will seek shareholder approval of a Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, in its sole 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 otherwise require the Company to seek shareholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the Company’s ordinary shares entitled to vote thereon are voted in favor of such Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. The Company has until February 9, 2023, to complete its initial Business Combination; provided the Company may, by resolution of the board of directors if requested by the Sponsor, extend the period of time to consummate the initial Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete the Business Combination), subject to the Sponsor depositing additional funds into the Trust Account (each three month period individually, an “Extension Period”) pursuant to the Company’s Amended and Restated Memorandum of Association. If the Company does not complete a Business Combination by such date (or such longer period as described above), the Company shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination by February 9, 2023, or within any applicable Extension Period. The Company’s “initial shareholders” (as defined below), have entered into a letter agreement with the Company, pursuant to which the initial shareholders have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 5) if the Company fails to complete its initial Business Combination by February 9, 2023, or within any applicable Extension Period. However, if any initial shareholders acquire Public Shares, such initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination by February 9, 2023, or within any applicable Extension Period. As used herein, the term “initial shareholders” refers to the holders of Founder Shares prior to the IPO. 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) $10.10 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 value of the trust assets, in each case net of the amount of 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2022 and December 31, 2021, the Company had $257,120 and $65,373 in operating cash, respectively, and working capital of $533,456 and deficit of $292,365, respectively. The Company’s liquidity needs up to September 30, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (see Note 5), and proceeds from the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 The Russian invasion of Ukraine has had an immediate and material adverse effect on financial and business conditions worldwide, and particularly in Europe, in a manner that could materially and adversely affect the business and prospects of potential targets for our initial business combination. These circumstances could reduce the number of attractive targets for our initial business combination, increase the cost of our initial business combination and delay or prevent us from completing our initial business combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF 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 registration statement on Form S-1/A No. 333-261753) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) 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 condensed 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. 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, respectively. Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 9, 2022, an amount of $204,020,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and is invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Class A Ordinary shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in As of September 30, 2022, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Re-measurement 31,162,403 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 205,175,816 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). 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. 9 The Company is considered an exempted Cayman Islands Company 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 periods presented. Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at September 30, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 6,470,000 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The Company’s statement of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net income by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 912,921 Net income attributable to Class A ordinary shares subject to possible redemption $ 912,921 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 20,200,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.05 Non-Redeemable Numerator: Net income Net income $ 241,924 Net income attributable to non-redeemable $ 241,924 Denominator: Weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 5,353,000 Basic and diluted net income per share, non-redeemable $ 0.05 Nine Months Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 4,173,309 Net income attributable to Class A ordinary shares subject to possible redemption $ 4,173,309 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 17,314,286 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.24 Non-Redeemable Numerator: Net income Net income $ 1,278,093 Net income attributable to non-redeemable $ 1,278,093 Denominator: Weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 5,302,571 Basic and diluted net income per share, non-redeemable $ 0.24 Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. 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. Warranty Liability The Company accounted for the 26,670,000 warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement re-measurement, Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On February 9, 2022, pursuant to the Initial Public Offering, the Company sold 20,200,000 Units, which includes the partial exercise by the underwriter of its over-allotment option in the amount of 200,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, one redeemable warrant (each whole warrant, a “Public Warrant”), and one right to receive one-tenth An aggregate of $10.10 per Unit sold in the IPO was held in the Trust Account and invested 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 meeting the conditions of Rule 2a-7 |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,470,000 Private Placement Warrants at a price of $1.00 per warrant ($6,470,000 in the aggregate) in a private placement. Each two private placement warrants (the “Private Placement Warrants”) are exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder shares On August 7, 2021, the Sponsor was issued 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. Due to the underwriters partial exercise of the over-allotment option, the Sponsor forfeited 700,000 Founder Shares back to the Company. As a result, the Sponsor currently has 5,050,000 Founder Shares. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory note-related party On August 7, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates 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. The Working Capital Loans would either be repaid upon completion 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, no Working Capital Loans were outstanding. Administrative support agreement Commencing on February 9, 2022, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | NOTE 6. SHAREHOLDERS’ EQUITY Preference shares-The Class A ordinary shares- The Company is authorized to issue up to 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 303,000 and 0 Class A Ordinary Shares issued or outstanding, respectively, excluding 20,200,000 shares subject to possible redemption as presented in temporary equity. Class B ordinary shares- The Company is authorized to issue up to 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. At September 30, 2022 and December 31, 2021, there were 5,050,000 and 5,750,000 Class B ordinary shares issued and outstanding, respectively. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. For so long as any Class B ordinary shares remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the Class B ordinary shares then outstanding, voting separately as a single class, amend, alter or repeal any provision of our memorandum and articles of association, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B ordinary shares. Any action required or permitted to be taken at any meeting of the holders of Class B ordinary shares may be taken without a general meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B ordinary shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a general meeting at which all Class B ordinary shares were present and voted. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one as-converted Rights- Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth pre-business one-tenth The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 7. WARRANTS The Company accounts for the 26,670,000 warrants that were issued in the IPO (representing 20,200,000 Public Warrants and 6,470,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, Warrants — Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional warrants have been or will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A Ordinary Shares upon exercise of a Public Warrant unless the Class A Ordinary Share issuable upon such Public 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 Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is not effective by the 60th day after the closing of a Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants: Once the warrant become exercisable, the Company may redeem the outstanding warrants: • 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; and • if, and only if, the last sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8. COMMITMENTS AND CONTINGENCIES Registration right and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital 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 the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement The Company granted the underwriters a 45-day The underwriters were paid a cash underwriting discount of $2,525,000 in the aggregate at the closing of the IPO. In addition, $0.35 per Unit, or $7,070,000 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee is 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. Legal Agreement The Company has a contingent fee arrangement with their legal counsel, in which the deferred fee is payable to the Company’s legal counsel solely in the event that the Company completes a Business Combination. Right of First Refusal Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the IPO, and ending on the earlier of 18 months after the date of the consummation of the Business Combination and February 7, 2025, the three year anniversary of the effective date of the registration statement filed in connection with the IPO (the “S-1 Representative’s Ordinary Shares The Company issued to Maxim and/or its designees, 303,000 Class A ordinary shares upon the consummation of the IPO. Maxim has agreed not to transfer, assign or sell any such shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of the IPO. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up S-1 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS At September 30, 2022 and December 31, 2021, the Company’s warrant liability was valued at $533,000 and $0, respectively. Under the guidance in ASC 815-40, re-measurement re-measurement, The following table presents fair value information as of September 30, 2022 and December 31, 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement during the nine months ended September 30, 2022. The measurement of the Public Warrants as of September 30, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ATAKW. Public Private Warrant Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance of public and private placement warrants 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (1,730,725 ) (3,636,595 ) Transfer of public warrants to Level 1 measurement (1,616,000 ) — (1,616,000 ) Level 3 derivative warrant liabilities as of March 31, 2022 — 527,952 527,952 Change in fair value — (280,952 ) (280,952 ) Level 3 derivative warrant liabilities as of June 30, 2022 — 247,000 247,000 Change in fair value — (118,000 ) (118,000 ) Level 3 derivative warrant liabilities as of September 30, 2022 $ — $ 129,000 $ 129,000 The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2022: (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 205,175,816 $ — $ — Liabilities Public Warrants $ 404,000 $ — $ — Private Placement Warrants $ — $ — $ 129,000 The following table presents the changes in the fair value of derivative warrant liabilities as of September 30, 2022 and December 31, 2021: Public Private Total Fair value at August 6, 2021 (inception) — — — Derivative warrant liabilities as of December 31, 2021 $ — $ — $ — Initial fair value at issuance 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (1,730,725 ) (3,636,595 ) Derivative warrant liabilities as of March 31, 2022 $ 1,616,000 $ 527,952 $ 2,143,952 Change in fair value (858,500 ) (280,952 ) (1,139,452 ) Derivative warrant liabilities as of June 30, 2022 $ 757,500 $ 247,000 $ 1,004,500 Change in fair value (353,500 ) (118,000 ) (471,500 ) Derivative warrant liabilities as of September 30, 2022 $ 404,000 $ 129,000 $ 533,000 Measurement The Company established the initial fair value for the warrants on February 9, 2022, the date of the completion of the Company’s IPO. The Company used a Black Scholes Merton model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share, one Public Warrant and one right to receive one-tenth The key inputs into the Black Scholes Merton model formula were as follows at September 30, 2022: Input Private Ordinary share price $ 10.02 Exercise price $ 11.50 Risk-free rate of interest 4.00 % Volatility 0.00 % Term 5.34 Warrant to buy one share (unadjusted for the probability of dissolution) $ 0.02 Dividend yield 0.00 % The risk-free interest rate assumption was based on the linearly interpolated Treasury Constant Maturity Rate Curve between five and seven year rates, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) six years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. The Company has been in deep discussions with a number of potential target companies. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 registration statement on Form S-1/A No. 333-261753) |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) 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 condensed 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. 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, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 9, 2022, an amount of $204,020,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and is invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 |
Class A Ordinary shares Subject to Possible Redemption | Class A Ordinary shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in As of September 30, 2022, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Re-measurement 31,162,403 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 205,175,816 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). 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. 9 The Company is considered an exempted Cayman Islands Company 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 periods presented. |
Net Income per Ordinary Share | Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at September 30, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 6,470,000 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The Company’s statement of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net income by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 912,921 Net income attributable to Class A ordinary shares subject to possible redemption $ 912,921 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 20,200,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.05 Non-Redeemable Numerator: Net income Net income $ 241,924 Net income attributable to non-redeemable $ 241,924 Denominator: Weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 5,353,000 Basic and diluted net income per share, non-redeemable $ 0.05 Nine Months Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 4,173,309 Net income attributable to Class A ordinary shares subject to possible redemption $ 4,173,309 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 17,314,286 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.24 Non-Redeemable Numerator: Net income Net income $ 1,278,093 Net income attributable to non-redeemable $ 1,278,093 Denominator: Weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 5,302,571 Basic and diluted net income per share, non-redeemable $ 0.24 |
Related Parties | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
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. |
Warranty Liability | Warranty Liability The Company accounted for the 26,670,000 warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement re-measurement, |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income Per Ordinary Share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 912,921 Net income attributable to Class A ordinary shares subject to possible redemption $ 912,921 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 20,200,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.05 Non-Redeemable Numerator: Net income Net income $ 241,924 Net income attributable to non-redeemable $ 241,924 Denominator: Weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 5,353,000 Basic and diluted net income per share, non-redeemable $ 0.05 Nine Months Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 4,173,309 Net income attributable to Class A ordinary shares subject to possible redemption $ 4,173,309 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 17,314,286 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.24 Non-Redeemable Numerator: Net income Net income $ 1,278,093 Net income attributable to non-redeemable $ 1,278,093 Denominator: Weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 5,302,571 Basic and diluted net income per share, non-redeemable $ 0.24 |
Summary of Temporary Equity | As of September 30, 2022, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Re-measurement 31,162,403 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 205,175,816 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Change In Fair Value of Derivative Warrant Liabilities | The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement during the nine months ended September 30, 2022. Public Private Warrant Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance of public and private placement warrants 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (1,730,725 ) (3,636,595 ) Transfer of public warrants to Level 1 measurement (1,616,000 ) — (1,616,000 ) Level 3 derivative warrant liabilities as of March 31, 2022 — 527,952 527,952 Change in fair value — (280,952 ) (280,952 ) Level 3 derivative warrant liabilities as of June 30, 2022 — 247,000 247,000 Change in fair value — (118,000 ) (118,000 ) Level 3 derivative warrant liabilities as of September 30, 2022 $ — $ 129,000 $ 129,000 The following table presents the changes in the fair value of derivative warrant liabilities as of September 30, 2022 and December 31, 2021: Public Private Total Fair value at August 6, 2021 (inception) — — — Derivative warrant liabilities as of December 31, 2021 $ — $ — $ — Initial fair value at issuance 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (1,730,725 ) (3,636,595 ) Derivative warrant liabilities as of March 31, 2022 $ 1,616,000 $ 527,952 $ 2,143,952 Change in fair value (858,500 ) (280,952 ) (1,139,452 ) Derivative warrant liabilities as of June 30, 2022 $ 757,500 $ 247,000 $ 1,004,500 Change in fair value (353,500 ) (118,000 ) (471,500 ) Derivative warrant liabilities as of September 30, 2022 $ 404,000 $ 129,000 $ 533,000 |
Summary of Fair Value Hierarchy The Company's Assets and Liabilities That Were Accounted For At Fair Value On Recurring Basis | The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2022: (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 205,175,816 $ — $ — Liabilities Public Warrants $ 404,000 $ — $ — Private Placement Warrants $ — $ — $ 129,000 |
Summary of Fair Value Measurements Inputs | The key inputs into the Black Scholes Merton model formula were as follows at September 30, 2022: Input Private Ordinary share price $ 10.02 Exercise price $ 11.50 Risk-free rate of interest 4.00 % Volatility 0.00 % Term 5.34 Warrant to buy one share (unadjusted for the probability of dissolution) $ 0.02 Dividend yield 0.00 % |
Organization and Plans of Bus_2
Organization and Plans of Business Operations - Additional Information (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 09, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Cash | $ 257,120 | $ 65,373 | |||
Net proceeds amount | $ 204,020,000 | ||||
Percentage Of Fair Market Value Of Target Business To Asset Held In Trust Account | $ 80 | ||||
Banking Regulation, Mortgage Banking, Net Worth, Minimum | $ 5,000,001 | ||||
Number of days within which public shares shall be redeemed | 10 days | ||||
Expenses payable on dissolution | $ 50,000 | ||||
Operating cash | 257,120 | 65,373 | |||
Stock shares issued during the period for services shares | $ 25,000 | ||||
Working capital surplus deficit | $ 533,456 | $ (292,365) | |||
Over-allotment option liability | $ 258,440 | ||||
Issuance of Representative Shares | 3,030,000 | $ 3,030,000 | |||
Rights underlying the Units | $ 15,596,420 | $ 15,596,420 | |||
Sponsor [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Minimum Public Share price due to reductions in the value of the trust assets less taxes payable | $ 10.1 | ||||
Private Placement Warrant [Member] | Sponsor [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Class of warrants or rights warrants issued during the period units | 6,470,000 | ||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | ||||
Proceeds from issuance of warrants | $ 6,470,000 | ||||
IPO [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Transaction costs | 29,192,787 | ||||
Underwriting fees | 2,525,000 | ||||
Deferred underwriting fees | 7,070,000 | ||||
Actual offering costs | 712,927 | ||||
Cash | 1,468,333 | ||||
Net proceeds amount | $ 204,020,000 | ||||
Share price | $ 10.1 | ||||
Term of restricted investments | 185 days | ||||
Over-allotment option liability | $ 258,440 | ||||
IPO [Member] | Minimum [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Period Within Which Business Combination Shall Be Consummated From The Consummation Of Initial Public Offer | 12 months | ||||
IPO [Member] | Maximum [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Period Within Which Business Combination Shall Be Consummated From The Consummation Of Initial Public Offer | 18 months | ||||
IPO [Member] | Private Placement Warrant [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Class of warrants or rights warrants issued during the period units | 6,470,000 | ||||
Common Class A [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Sale of stock, price per share | $ 10 | ||||
Proceeds from Issuance Initial Public Offering | $ 202,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Common Class A [Member] | IPO [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Stock issued during period, shares, new issues | 20,200,000 | ||||
Sale of stock, price per share | $ 10 | ||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Stock issued during period, shares, new issues | 200,000 | ||||
Common Class B [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Common Class B [Member] | Sponsor [Member] | |||||
Organization Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||
Stock shares issued during the period for services shares | $ 25,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Temporary Equity (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Class A ordinary shares subject to possible redemption, June 30, 2022 | $ 205,175,816 | $ 0 |
Common Class a Subject To Redemption [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds from initial public offering | 202,000,000 | |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (13,079,620) | |
Fair value allocated to rights | (15,596,420) | |
Re-measurement of Class A ordinary shares subject to possible redemption | 31,162,403 | |
Class A ordinary shares subject to possible redemption, June 30, 2022 | 205,175,816 | |
Public Warrants [Member] | Common Class a Subject To Redemption [Member] | ||
Temporary Equity [Line Items] | ||
Proceeds allocated to public warrants | (3,521,870) | |
Proceeds allocated to private warrants | 3,521,870 | |
Private Placement Warrants [Member] | Common Class a Subject To Redemption [Member] | ||
Temporary Equity [Line Items] | ||
Proceeds allocated to public warrants | (4,211,323) | |
Proceeds allocated to private warrants | $ 4,211,323 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Ordinary Share (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
Numerator: | |||||
Net income attributable to | $ (9,947) | $ 1,154,845 | $ 1,198,920 | $ 3,097,637 | $ 5,451,402 |
Denominator: | |||||
Basic net income per ordinary share | $ 0 | $ 0.05 | $ 0.24 | ||
Diluted net income per ordinary share | $ 0 | $ 0.05 | $ 0.24 | ||
Class A ordinary shares subject to possible redemption [Member] | |||||
Numerator: | |||||
Net income | $ 912,921 | $ 4,173,309 | |||
Net income attributable to | $ 912,921 | $ 4,173,309 | |||
Denominator: | |||||
Basic weighted average shares outstanding | 20,200,000 | 17,314,286 | |||
Diluted weighted average shares outstanding | 20,200,000 | 17,314,286 | |||
Basic net income per ordinary share | $ 0.05 | $ 0.24 | |||
Diluted net income per ordinary share | $ 0.05 | $ 0.24 | |||
Non-redeemable Common Stock [Member] | |||||
Numerator: | |||||
Net income | $ 241,924 | $ 1,278,093 | |||
Denominator: | |||||
Basic weighted average shares outstanding | 5,000,000 | 5,353,000 | 5,302,571 | ||
Diluted weighted average shares outstanding | 5,000,000 | 5,353,000 | 5,302,571 | ||
Basic net income per ordinary share | $ 0.05 | $ 0.24 | |||
Diluted net income per ordinary share | $ 0.05 | $ 0.24 | |||
Non-redeemable Class A and Class B ordinary shares [Member] | |||||
Numerator: | |||||
Net income attributable to | $ 241,924 | $ 1,278,093 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 09, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Cash | $ 0 | $ 0 | |||
Net proceeds amount | $ 204,020,000 | ||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | ||||
Accumulated deficit | $ (7,070,079) | (9,963) | |||
Unrecognized tax benefits | 0 | 0 | |||
Accrued for interest and penalties | 0 | $ 0 | |||
Tax provision | 0 | ||||
Federal Depository Insurance Coverage | $ 250,000 | ||||
Overallotment Option Liability | $ 258,440 | ||||
Issuance of Representative Shares | 3,030,000 | $ 3,030,000 | |||
Rights underlying the Units | 15,596,420 | $ 15,596,420 | |||
If we do not complete our initial business combination [Member] | |||||
Class of Stock [Line Items] | |||||
Period Within Which Business Combination Shall Be Consummated From The Consummation Of Initial Public Offer | 12 months | ||||
Absent our completing an initial business combination [Member] | |||||
Class of Stock [Line Items] | |||||
Period Within Which Business Combination Shall Be Consummated From The Consummation Of Initial Public Offer | 12 months | ||||
Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Class of warrants or rights warrants issued during the period units | 26,670,000 | ||||
IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Net proceeds amount | $ 204,020,000 | ||||
Term of restricted investments | 185 days | ||||
Offering costs | $ 29,192,787 | ||||
Underwriting fees | 2,525,000 | ||||
Deferred underwriting fees | 7,070,000 | ||||
Actual offering costs | 712,927 | ||||
Accumulated deficit | 265,808 | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | 10,300,559 | ||||
Overallotment Option Liability | $ 258,440 | ||||
IPO [Member] | Private Placement Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Class of warrants or rights warrants issued during the period units | 6,470,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | Feb. 09, 2022 $ / shares shares |
IPO [Member] | |
Class of Stock [Line Items] | |
Share price | $ 10.1 |
Term of restricted investments | 185 days |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Sale of stock, price per share | $ 10 |
Common Class A [Member] | IPO [Member] | |
Class of Stock [Line Items] | |
Common stock, conversion basis | Each Unit consists of one Class A ordinary share, one redeemable warrant (each whole warrant, a “Public Warrant”), and one right to receive one-tenth of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Each two Public Warrants entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8). |
Stock issued during period, shares, new issues | shares | 20,200,000 |
Sale of stock, price per share | $ 10 |
Common Class A [Member] | Over-Allotment Option [Member] | |
Class of Stock [Line Items] | |
Stock issued during period, shares, new issues | shares | 200,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement Warrant [Member] - USD ($) | Feb. 09, 2022 | Sep. 30, 2022 |
Sponsor [Member] | ||
Disclosure Of Private Placement [Line Items] | ||
Class of warrants or rights warrants issued during the period units | 6,470,000 | |
Class of warrants or rights warrants issued price per warrant | $ 1 | |
Proceeds from issuance of warrants | $ 6,470,000 | |
Common Class A [Member] | ||
Disclosure Of 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 | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 2 Months Ended | ||||
Feb. 09, 2022 | Aug. 07, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Line Items] | |||||
Stock issued during period, value, issued for services | $ 25,000 | ||||
Working Capital Loan [Member] | |||||
Related Party Transactions [Line Items] | |||||
Debt instrument convertible into warrants | $ 1,500,000 | ||||
Debt instrument conversion price | $ 1 | ||||
Due to related parties current | $ 0 | $ 0 | |||
Office Space, Administrative and Support Services [Member] | |||||
Related Party Transactions [Line Items] | |||||
Related party transaction, amounts of transaction | $ 10,000 | ||||
Promissory Note [Member] | |||||
Related Party Transactions [Line Items] | |||||
Debt instrument, face amount | $ 300,000 | ||||
Debt instrument interest rate | 0% | ||||
Debt instrument, maturity date | Mar. 31, 2022 | ||||
Long-term debt | $ 0 | ||||
ATAK Promissory Note [Member] | |||||
Related Party Transactions [Line Items] | |||||
Notes Payable, Related Parties | $ 242,801 | ||||
Common Class A [Member] | Share Price More Than Or Equals To USD Twelve [Member] | |||||
Related Party Transactions [Line Items] | |||||
Share transfer, trigger price per share | $ 12 | ||||
Number of consecutive trading days for determining share price | 20 days | ||||
Number of trading days for determining share price | 30 days | ||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||
Founder Shares [Member] | Common Class B [Member] | |||||
Related Party Transactions [Line Items] | |||||
Stock issued during period, shares, issued for services | 5,750,000 | ||||
Stock issued during period, value, issued for services | $ 25,000 | ||||
Shares issued, shares, share-based payment arrangement, forfeited | 700,000 | ||||
Temporary shares issued during the period | 5,050,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Shareholders Equity [Line Items] | ||
Preferred stock, shares authorizes | 5,000,000 | 5,000,000 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Shareholders Equity [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares, issued | 303,000 | 0 |
Common stock, shares, outstanding | 303,000 | 0 |
Temporary equity shares outstanding | 20,200,000 | 0 |
Common Class A [Member] | Founder Shares [Member] | ||
Shareholders Equity [Line Items] | ||
Common stock, threshold percentage on conversion of shares | 20% | |
Common Class B [Member] | ||
Shareholders Equity [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares, issued | 5,050,000 | 5,750,000 |
Common stock, shares, outstanding | 5,050,000 | 5,750,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of warrants or rights outstanding | shares | 26,670,000 |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days |
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | |
Exercise price of warrants | $ 18 |
Class of warrant or right exercise price adjustment percentage higher of market value | 180% |
Share Price Equal Or Less Nine Point Two Rupees Per Dollar [Member] | |
Exercise price of warrants | $ 9.2 |
Class of warrant or right exercise price adjustment percentage higher of market value | 115% |
Share Price Equal Or Less Nine Point Two Rupees Per Dollar [Member] | Common Class A [Member] | |
Share redemption trigger price | $ 9.2 |
Minimum percentage gross proceeds required from issuance of equity | 60% |
Class of warrant right minimum notice period for redemption | 20 days |
Public Warrants [Member] | |
Number of warrants or rights outstanding | shares | 20,200,000 |
Warrants exercisable term from the date of completion of business combination | 30 days |
Minimum lock In period For SEC Registration From Date Of Business Combination | 20 days |
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days |
Private Placement Warrants [Member] | |
Number of warrants or rights outstanding | shares | 6,470,000 |
Redemption Of Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | |
Class of warrants, redemption price per unit | $ 0.01 |
Class of warrants, redemption notice period | 30 days |
Share price | $ 18 |
Number of consecutive trading days for determining share price | 20 days |
Number of trading days for determining share price | 30 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 2 Months Ended | 9 Months Ended | ||
Feb. 09, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Proceeds from issuance of common stock | $ 202,000,000 | |||
Deferred underwriting commissions non-current | 7,070,000 | $ 0 | ||
Underwriting Agreement [Member] | ||||
Deferred underwriting fees | $ 2,525,000 | |||
Deferred underwriting commission per unit | $ 0.35 | |||
Deferred underwriting commissions non-current | $ 7,070,000 | |||
Sponsor [Member] | Underwriting Agreement [Member] | ||||
Shares issued, shares, share-based payment arrangement, forfeited | 700,000 | |||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Over allotment option period | 45 days | |||
Stock issued during period, shares, new issues | 3,000,000 | |||
Proceeds from issuance of common stock | $ 2,000,000 | |||
IPO [Member] | ||||
Deferred underwriting fees | $ 7,070,000 | |||
Issuance of representative shares, number of shares | 303,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Warrant liability | $ 533,000 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Change In Fair Value of Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Private Placement Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value at August 6, 2021 (inception) | $ 0 | ||
Beginning balance | $ 247,000 | 527,952 | $ 0 |
Initial fair value at issuance | 2,258,677 | ||
Change in fair value | (118,000) | (280,952) | (1,730,725) |
Ending balance | 129,000 | 247,000 | 527,952 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 247,000 | 527,952 | 0 |
Initial fair value at issuance | 2,258,677 | ||
Change in fair value | (118,000) | (280,952) | (1,730,725) |
Transfer of public warrants to Level 1 measurement | 0 | ||
Ending balance | 129,000 | 247,000 | 527,952 |
Public Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value at August 6, 2021 (inception) | 0 | ||
Beginning balance | 757,500 | 1,616,000 | 0 |
Initial fair value at issuance | 3,521,870 | ||
Change in fair value | (353,500) | (858,500) | (1,905,870) |
Ending balance | 404,000 | 757,500 | 1,616,000 |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 0 | 0 | 0 |
Initial fair value at issuance | 3,521,870 | ||
Change in fair value | 0 | 0 | (1,905,870) |
Transfer of public warrants to Level 1 measurement | (1,616,000) | ||
Ending balance | 0 | 0 | 0 |
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 247,000 | 527,952 | 0 |
Initial fair value at issuance | 5,780,547 | ||
Change in fair value | (118,000) | (280,952) | (3,636,595) |
Transfer of public warrants to Level 1 measurement | (1,616,000) | ||
Ending balance | 129,000 | 247,000 | 527,952 |
Derivative Warrant Liability [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value at August 6, 2021 (inception) | 0 | ||
Beginning balance | 1,004,500 | 2,143,952 | 0 |
Initial fair value at issuance | 5,780,547 | ||
Change in fair value | (471,500) | (1,139,452) | (3,636,595) |
Ending balance | $ 533,000 | $ 1,004,500 | $ 2,143,952 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Hierarchy The Company's Assets and Liabilities That Were Accounted For At Fair Value On Recurring Basis (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and marketable securities held in trust account | $ 205,175,816 | $ 0 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Warrants | 404,000 | |
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Warrants | 0 | |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Warrants | 0 | |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Warrants | 0 | |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Warrants | 0 | |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Warrants | 129,000 | |
Cash and marketable securities held in trust account [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash and marketable securities held in trust account | 205,175,816 | |
Cash and marketable securities held in trust account [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash and marketable securities held in trust account | 0 | |
Cash and marketable securities held in trust account [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Cash and marketable securities held in trust account | $ 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) | Sep. 30, 2022 yr |
Ordinary share price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 10.02 |
Exercise price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 11.5 |
Risk-free rate of interest [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.04 |
Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 5.34 |
Warrant to buy one share (unadjusted for the probability of dissolution) [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.02 |
Dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |