Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-41292 | |
Entity Registrant Name | AXIOS Sustainable Growth Acquisition Corporation | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1640650 | |
Entity Address, Address Line One | Hidden Pines Farm, 14090, Hopewell Road | |
Entity Address, City or Town | Alpharetta | |
Entity Address State Or Province | GA | |
Entity Address, Postal Zip Code | 30004 | |
City Area Code | 770 | |
Local Phone Number | 813-6500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001898019 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, one right and one redeemable warrant | ||
Document Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, one right and one redeemable warrant | |
Trading Symbol | AXACU | |
Security Exchange Name | NYSE | |
Class A ordinary shares | ||
Document Information | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | AXAC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 17,610,000 | |
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Document Information | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | AXACWS | |
Security Exchange Name | NYSE | |
Rights To Receive One-Tenth (1/10) Of One Class A Ordinary Share [Member] | ||
Document Information | ||
Title of 12(b) Security | Rights to receive one-tenth (1/10) of one Class A ordinary share | |
Trading Symbol | AXACR | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 4,312,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 233,764 | |
Prepaid expenses | 310,122 | |
Deferred offering costs | $ 624,637 | |
Total current assets | 543,886 | 624,637 |
Prepaid expenses | 118,090 | |
Investments held in Trust | 177,000,886 | |
Total Assets | 177,662,862 | 624,637 |
Current Liabilities: | ||
Accrued offering costs | 15,000 | 558,068 |
Accrued expenses | 1,027,831 | |
Note Payable - Related Party | 50,000 | |
Working Capital Loan - Related Party | 133,849 | |
Total Current Liabilities | 1,176,680 | 608,068 |
Commitments and Contingencies (See Note 6) | ||
Shareholders' (Deficit) Equity | ||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding | ||
Additional paid-in capital | 1,019,221 | 24,569 |
Accumulated deficit | (1,534,392) | (8,431) |
Total Shareholders' (Deficit) Equity | (514,704) | 16,569 |
Total Liabilities, Temporary Equity and Shareholders' (Deficit) Equity | 177,662,862 | 624,637 |
Class A ordinary shares subject to possible redemption | ||
Current Liabilities: | ||
Class A ordinary shares subject to possible redemption; 17,250,000 shares | 177,000,886 | |
Class A common stock not subject to possible redemption | ||
Shareholders' (Deficit) Equity | ||
Common stock | 36 | |
Class B ordinary shares | ||
Shareholders' (Deficit) Equity | ||
Common stock | $ 431 | $ 431 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 17,250,000 | 17,250,000 |
Class A common stock not subject to possible redemption | ||
Ordinary shares, shares issued | 360,000 | 0 |
Common shares, shares outstanding | 360,000 | 0 |
Class B ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 4,312,500 | 4,312,500 |
Common shares, shares outstanding | 4,312,500 | 4,312,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Operational expenses | $ 720,843 | $ 2,576,847 |
Operating loss | (720,843) | (2,576,847) |
Other income | ||
Unrealized gains on investments in Trust Account | 836,744 | 1,050,886 |
Net income (loss) | $ 115,901 | $ (1,525,961) |
Class A ordinary shares | ||
Other income | ||
Weighted average shares outstanding, basic | 17,610,000 | 14,502,353 |
Weighted average shares outstanding, diluted | 17,610,000 | 14,502,353 |
Basic net income (loss) per share | $ 0.01 | $ (0.08) |
Diluted net income (loss) per share | $ 0.01 | $ (0.08) |
Class B ordinary shares | ||
Other income | ||
Weighted average shares outstanding, basic | 4,312,500 | 4,312,500 |
Weighted average shares outstanding, diluted | 4,312,500 | 4,312,500 |
Basic net income (loss) per share | $ 0.01 | $ (0.08) |
Diluted net income (loss) per share | $ 0.01 | $ (0.08) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Class A ordinary shares Common Stock | Class B ordinary shares Common Stock | Additional Paid in capital Public Warrants | Additional Paid in capital Private Placement Warrants | Additional Paid in capital | Accumulated Deficit | Public Warrants | Private Placement Warrants | Total |
Balance at the beginning at Dec. 31, 2021 | $ 431 | $ 24,569 | $ (8,431) | $ 16,569 | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 4,312,500 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of representative shares and warrants | $ 36 | 2,875,685 | 2,875,721 | ||||||
Issuance of representative shares and warrants (in shares) | 360,000 | ||||||||
Issuance of Warrants | $ 30,532,500 | $ 9,920,000 | $ 30,532,500 | $ 9,920,000 | |||||
Issuance of Rights to Class A ordinary shares | 12,075,000 | 12,075,000 | |||||||
Remeasurement of redeemable Class A ordinary shares to redemption value | (53,357,647) | (53,357,647) | |||||||
Net income (loss) | (1,048,539) | (1,048,539) | |||||||
Balance at the end at Mar. 31, 2022 | $ 36 | $ 431 | 2,070,107 | (1,056,970) | 1,013,604 | ||||
Balance at the end (in shares) at Mar. 31, 2022 | 360,000 | 4,312,500 | |||||||
Balance at the beginning at Dec. 31, 2021 | $ 431 | 24,569 | (8,431) | 16,569 | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 4,312,500 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Remeasurement of redeemable Class A ordinary shares to redemption value | (54,408,533) | ||||||||
Net income (loss) | (1,525,961) | ||||||||
Balance at the end at Sep. 30, 2022 | $ 36 | $ 431 | 1,019,221 | (1,534,392) | (514,704) | ||||
Balance at the end (in shares) at Sep. 30, 2022 | 360,000 | 4,312,500 | |||||||
Balance at the beginning at Mar. 31, 2022 | $ 36 | $ 431 | 2,070,107 | (1,056,970) | 1,013,604 | ||||
Balance at the beginning (in shares) at Mar. 31, 2022 | 360,000 | 4,312,500 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Remeasurement of redeemable Class A ordinary shares to redemption value | (214,142) | (214,142) | |||||||
Net income (loss) | (593,323) | (593,323) | |||||||
Balance at the end at Jun. 30, 2022 | $ 36 | $ 431 | 1,855,965 | (1,650,293) | 206,139 | ||||
Balance at the end (in shares) at Jun. 30, 2022 | 360,000 | 4,312,500 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Remeasurement of redeemable Class A ordinary shares to redemption value | (836,744) | (836,744) | |||||||
Net income (loss) | 115,901 | 115,901 | |||||||
Balance at the end at Sep. 30, 2022 | $ 36 | $ 431 | $ 1,019,221 | $ (1,534,392) | $ (514,704) | ||||
Balance at the end (in shares) at Sep. 30, 2022 | 360,000 | 4,312,500 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Cash Flows from Operating Activities: | |
Net Loss | $ (1,525,961) |
Adjustments to reconcile net loss to net cash provided by operating activities | |
Unrealized gains on investments in Trust Account | (1,050,886) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (428,212) |
Accrued offering costs | (543,068) |
Accrued expenses | 1,027,831 |
Net cash used in operating activities | (2,520,296) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (175,950,000) |
Net cash used in investing activities | (175,950,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriter's discount | 169,050,000 |
Proceeds from issuance of Private Placement Warrants | 9,920,000 |
Payment of deferred offering costs | (349,789) |
Payments on Working Capital Loan - Related Party | (200,000) |
Advances from Sponsor | 108,000 |
Proceeds from Sponsor note | 175,849 |
Net cash provided by Financing Activities | 178,704,060 |
Net change in Cash | 233,764 |
Cash - Beginning of Period | 0 |
Cash - Ending of Period | 233,764 |
Supplemental disclosure of cash flow information: | |
Issuance of representative shares and warrants | 2,875,721 |
Remeasurement of redeemable Class A ordinary shares to redemption value | 54,408,533 |
Transfer of Advances from Sponsor and Sponsor Note to Working Capital Loan - Related Party | $ 329,849 |
Organization and Business Opera
Organization and Business Operations and Liquidity and Management's Plan | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Business Operations and Liquidity and Management's Plan | |
Organization and Business Operations and Liquidity and Management's Plan | Note 1 — Organization and Business Operations and Liquidity and Management’s Plan AXIOS Sustainable Growth Acquisition Corporation (the “Company”) is a blank check company incorporated on November 30, 2021, under the laws of Cayman Islands for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses (a “Business Combination”). While the Company may pursue an initial Business Combination target in any stage of its corporate evolution or in any industry, sector or geographic region, the Company currently intends to concentrate its efforts in identifying a business in the agribusiness, plant-based proteins, food processing and AgTech, with the target search focused on agricultural companies in Central and Eastern Europe. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from November 30, 2021 (inception), through September 30, 2022, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and the search for a target Company 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 will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on February 15, 2022. On February 18, 2022, the Company consummated the Initial Public Offering of 17,250,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $172,500,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,920,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement transaction (the “Private Placement”) to AXIOS Sponsor LP (the “Sponsor”) and I-Bankers Securities, Inc. (“I-Bankers”). Following the closing of the Initial Public Offering on February 18, 2022, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement (as defined in Note 4) was placed in the in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account. As of February 18, 2022, transaction costs amounted to $7,300,147 consisting of $3,450,000 of underwriting fees, $974,426 of Initial Public Offering costs and $2,875,721 representing the fair value of the Representative’s Shares and Representative’s Warrants granted to the underwriter (see Note 6). These costs were charged to additional paid-in capital upon completion of the Initial Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.20 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, would be held in a Trust Account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated Memorandum and Articles of Association. In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in the Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Class A ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. Because of the redemption feature noted above, the Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as temporary equity on the balance sheet until such date that a redemption event takes place. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its second amended and restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within 12 months (or up to 18 months if the Sponsor extends the time to complete an initial Business Combination by depositing into the Trust Account $1,725,000 ($0.10 per share) for each three-month extension) from the closing of the Initial Public Offering, or during any extended time that the Company has to consummate a Business Combination beyond 18 months as a result of a shareholder vote to amend the Company’s Memorandum and Articles of Association (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 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 earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then 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 the Company’s board of directors, dissolve and liquidate, 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 a Business Combination within the Combination Period. The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. I-Bankers will have no right to the Business Combination marketing fees (including the additional fee equal to 1% of the consideration issued to a target if the Business Combination is consummated with a target introduced by I-Bankers) (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the 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 underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered 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 claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Combination Period is less than one year from the date of the issuance of the financial statements. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period, which is less than 12 months from the issuance date of the financial statements. As a result, there is substantial doubt that the Company can sustain operations for a period of at least one year from the issuance date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of the uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and other events (such as the recent invasion by Russia of Ukraine and any further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on the industry and has concluded that while it is reasonably possible that the virus, the invasion by Russia of Ukraine or other events could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022 and its results of operations and cash flows for the three and nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company had $233,764 and $0 in cash as of September 30, 2022 and December 31, 2021, respectively. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Investments held in Trust Account At September 30, 2022, the Company had $177,000,886 in investments held in the Trust Account, which are comprised of US Treasury securities. Offering Costs associated with a Public Offering The Company complies with the requirements of the Financial Accounting Standards Board’s (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering” and deferred those costs that were directly related to the Initial Public Offering. All other costs were expensed as incurred. Deferred costs were charged to additional paid-in capital upon completion of the Initial Public Offering. Offering costs of $974,426 consist principally of costs incurred in connection with the Initial Public Offering. 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 enumerated in ASC 480 “ Distinguishing Liabilities from Equity The reconciliation of Class A ordinary shares subject to possible redemption is as follows: Gross Proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (30,532,500) Proceeds allocated to Rights to Class A ordinary shares (12,075,000) Issuance costs allocated to Class A ordinary shares (7,300,147) (49,907,647) Add: Remeasurement of carrying value to redemption value 53,357,647 Class A ordinary shares subject to possible redemption – March 31, 2022 175,950,000 Remeasurement of carrying value to redemption value 214,142 Class A ordinary shares subject to possible redemption – June 30, 2022 176,164,142 Remeasurement of carrying value to redemption value 836,744 Class A ordinary shares subject to possible redemption – September 30, 2022 $ 177,000,886 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 93,101 $ 22,800 $ (1,176,200) $ (349,761) Denominator: Basic and diluted weighted average shares outstanding 17,610,000 4,312,500 14,502,353 4,312,500 Basic and diluted net income (loss) per share $ 0.01 $ 0.01 $ (0.08) $ (0.08) Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging 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. The following table presents information about the Company's assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, December 31, Description Level 2022 2021 Assets: Investments held in Trust Account 1 $ 177,000,868 $ — Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying Balance Sheet, primarily due to their short-term nature. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “ Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Management does not believe that any recently issued, but not effective, accounting standards, except as noted above, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units at a price of $10.00 per Unit. Each Unit consisted of one ordinary share, one right and one redeemable warrant (“Public Warrant”). Each right entitles the holder to receive one |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company sold 9,920,000 Private Placement Warrants to the Sponsor and I-Bankers at a price of $1.00 per Private Placement Warrant in the Private Placement. Each Private Placement Warrant is exercisable to purchase one ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering 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. The Private Placement Warrants (including the ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On December 12, 2021, the Sponsor acquired 3,593,750 Class B ordinary shares in exchange for an aggregate capital contribution of $25,000, at a purchase price of approximately $.007 per share. On December 29, 2021, Celtic Asset & Equity Partners, Ltd. (“Celtic”) subscribed for 175,000 Class B ordinary shares for an aggregate capital contribution of $1,217 which was previously funded by the Sponsor. On December 29, 2021, the Sponsor surrendered 175,000 Class B ordinary shares for no consideration. In February 2022, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 4,102,500 Class B ordinary shares and Celtic holding 210,000 Class B ordinary shares. If the underwriters did not exercise all or a portion of their over-allotment option, the initial shareholders would have forfeited up to an aggregate of 562,500 Class B ordinary shares in proportion to the portion of the over-allotment option that was not exercised. The over-allotment option was exercised in full in connection with the Initial Public Offering. As such, the shares are no longer subject to forfeiture. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of an ordinary share equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Notes — Related Party On December 12, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $350,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) July 31, 2022 or (ii) the consummation of the Initial Public Offering. Due to an administrative delay, the Promissory Note was not paid upon the consummation of the Initial Public Offering, and the outstanding balance of the Promissory Note was converted into a Working Capital Loan on May 16, 2022. As of September 30, 2022 and December 31, 2021, there was $0 and $50,000, respectively, outstanding under the Promissory Note. Advances from Sponsor The Sponsor advanced a total of $108,000 to the Company for working capital purposes through September 30, 2022. These advances are noninterest bearing and due on demand. On May 16, 2022, the outstanding amount was converted into a Working Capital Loan. Administrative Services Arrangement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor up to a maximum of $180,000 in the aggregate for office space, utilities and secretarial and administrative services. Such administrative fees shall be paid on a monthly basis at $15,000 until the maximum fee is reached, or if earlier, until the consummation of our Business Combination or the Company’s liquidation. $45,000 and $120,000 of expenses were incurred for the three and nine months ended September 30, 2022. As of September 30, 2022 and December 31, 2021, there was $0 and $0 outstanding, respectively, included in accrued expenses on the condensed balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As described above, on May 16, 2022, the Promissory Notes – Related Party and Advances from Sponsor were converted into a Working Capital Loan via a promissory note. In July 2022, the Company repaid $200,000 of the outstanding balance of the Working Capital Loan. As of September 30, 2022 and December 31, 2021, there was $133,849 and $0 outstanding under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The Company entered into a registration rights agreement with its founders, officers, directors or their affiliates on the effective date of the Initial Public Offering pursuant to which the Company will be required to register any ordinary shares, warrants (including working capital warrants), and shares underlying such warrants, that are not covered by an effective registration statement upon the completion of a Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 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 30-day The underwriters received a cash underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate, payable upon the closing of the Initial Public Offering. Upon the closing of the Initial Public Offering, the Company issued to the underwriters (and/or their designees) 517,500 representative’s warrants (the “Representative’s Warrants”), exercisable at $12.00 per share (or an aggregate exercise price of $6,210,000). The Company determined the fair value of the warrants to be $1.61 per warrant (or $834,521 in the aggregate) and charged the fair value to offering expenses with an offset to additional paid-in capital. On the closing of the Initial Public Offering, the Company issued to the underwriters 360,000 Class A ordinary shares (the “Representative’s Shares”). The Company determined the fair value of the transferred shares to be $5.67 per share (or $2,041,200 in the aggregate) and charged the fair value to offering expenses with an offset to additional paid-in capital. Business Combination Marketing Agreement The Company will engage I-Bankers in connection with its Business Combination to assist it in holding meetings with shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the initial Business Combination, and assist it with press releases and public filings in connection with the Business Combination. Pursuant to the agreement with I-Bankers, the marketing fee payable to I-Bankers will be 3.5% of the gross proceeds of the Initial Public Offering (plus an additional fee equal to 1% of the consideration issued to a target if the Business Combination is consummated with a target introduced by I-Bankers). |
Shareholders' equity
Shareholders' equity | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders' equity | |
Shareholders' equity | Note 7 — Shareholders’ equity Preferred Shares The Company is authorized to issue a total of 1,000,000 preferred shares, par value of $0.0001 each. As of September 30, 2022 and December 31, 2021, there were no preferred shares issued and outstanding. Class A Ordinary Shares The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022, and December 31, 2021 there were 360,000 and zero shares, respectively, of Class A ordinary shares issued outstanding Class B Ordinary Shares The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 4,312,500 Class B ordinary shares issued and outstanding of which an aggregate of up to 562,500 Class B ordinary shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Class A ordinary shares issuable to I-Bankers). The over-allotment option was exercised in full in connection with the Initial Public Offering. As such, the shares are no longer subject to forfeiture. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of ordinary shares, 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 our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering (excluding the Class A ordinary shares issuable to I-Bankers) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. Warrants The Public Warrants will become exercisable at any time commencing 30 days after the completion of the Company’s initial Business Combination, except as described below. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon the exercise of the Public Warrants is not effective within 60 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants and Representative’s Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except: (i) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions, (ii) the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable and (iii) the Representative’s Warrants are exercisable at $12.00 per share. If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors) (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 the initial Business Combination, 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 the initial Business Combination (such price, the “Market Price”) is below $9.20 per share, the exercise price of the warrants (for both Public Warrants and Private Placement Warrants) will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Price and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Price and the Newly Issued Price. The Company may call the warrants for redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable; ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Public Warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. The Company has determined that these warrants qualify for equity treatment in the Company’s financial statements. There were 17,250,000 Public Warrants outstanding and 9,920,000 Private Placement Warrants outstanding at September 30, 2022. There were no warrants outstanding at December 31, 2021. 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 The Company accounts for the rights to be issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. The Company has determined that these rights qualify for equity treatment in the Company’s financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date, through the date that the financial statements were issued. The Company did not identify any subsequent events that occurred after the balance sheet date up to the date that the financial statements were available that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022 and its results of operations and cash flows for the three and nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period. |
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 Jumpstart Our Business Startups Act of 2012, as amended (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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company had $233,764 and $0 in cash as of September 30, 2022 and December 31, 2021, respectively. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Investments held in Trust Account | Investments held in Trust Account At September 30, 2022, the Company had $177,000,886 in investments held in the Trust Account, which are comprised of US Treasury securities. |
Offering Costs associated with a Public Offering | Offering Costs associated with a Public Offering The Company complies with the requirements of the Financial Accounting Standards Board’s (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering” and deferred those costs that were directly related to the Initial Public Offering. All other costs were expensed as incurred. Deferred costs were charged to additional paid-in capital upon completion of the Initial Public Offering. Offering costs of $974,426 consist principally of costs incurred in connection with the Initial Public Offering. |
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 enumerated in ASC 480 “ Distinguishing Liabilities from Equity The reconciliation of Class A ordinary shares subject to possible redemption is as follows: Gross Proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (30,532,500) Proceeds allocated to Rights to Class A ordinary shares (12,075,000) Issuance costs allocated to Class A ordinary shares (7,300,147) (49,907,647) Add: Remeasurement of carrying value to redemption value 53,357,647 Class A ordinary shares subject to possible redemption – March 31, 2022 175,950,000 Remeasurement of carrying value to redemption value 214,142 Class A ordinary shares subject to possible redemption – June 30, 2022 176,164,142 Remeasurement of carrying value to redemption value 836,744 Class A ordinary shares subject to possible redemption – September 30, 2022 $ 177,000,886 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 93,101 $ 22,800 $ (1,176,200) $ (349,761) Denominator: Basic and diluted weighted average shares outstanding 17,610,000 4,312,500 14,502,353 4,312,500 Basic and diluted net income (loss) per share $ 0.01 $ 0.01 $ (0.08) $ (0.08) |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging |
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. |
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 Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying Balance Sheet, primarily due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “ Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Management does not believe that any recently issued, but not effective, accounting standards, except as noted above, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of reconciliation of class a ordinary shares subject to possible redemption | The reconciliation of Class A ordinary shares subject to possible redemption is as follows: Gross Proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (30,532,500) Proceeds allocated to Rights to Class A ordinary shares (12,075,000) Issuance costs allocated to Class A ordinary shares (7,300,147) (49,907,647) Add: Remeasurement of carrying value to redemption value 53,357,647 Class A ordinary shares subject to possible redemption – March 31, 2022 175,950,000 Remeasurement of carrying value to redemption value 214,142 Class A ordinary shares subject to possible redemption – June 30, 2022 176,164,142 Remeasurement of carrying value to redemption value 836,744 Class A ordinary shares subject to possible redemption – September 30, 2022 $ 177,000,886 |
Schedule of calculation of basic and diluted net loss per ordinary share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 93,101 $ 22,800 $ (1,176,200) $ (349,761) Denominator: Basic and diluted weighted average shares outstanding 17,610,000 4,312,500 14,502,353 4,312,500 Basic and diluted net income (loss) per share $ 0.01 $ 0.01 $ (0.08) $ (0.08) |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | September 30, December 31, Description Level 2022 2021 Assets: Investments held in Trust Account 1 $ 177,000,868 $ — |
Organization and Business Ope_2
Organization and Business Operations and Liquidity and Management's Plan (Details) | 3 Months Ended | 9 Months Ended | |
Feb. 18, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) $ / shares | |
Subsidiary, Sale of Stock | |||
Purchase price, per unit | $ / shares | $ 10.20 | ||
Aggregate purchase price | $ 175,950,000 | $ 2,875,721 | |
Transaction costs | 7,300,147 | ||
Deferred underwriting fees | 3,450,000 | ||
Offering costs | 974,426 | ||
Fair value of representative shares and warrants granted to underwriter | $ 2,875,721 | ||
Condition for future business combination fair market value equal to net assets held in trust account percentage | 80 | ||
Condition for future business combination threshold percentage ownership | 50 | ||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | ||
Redemption limit percentage without prior consent | 15 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||
Maximum allowed dissolution expenses | $ 100,000 | ||
Business Combination Marketing Agreement | |||
Subsidiary, Sale of Stock | |||
Percentage of additional marketing fee payable | 1 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock | |||
Sale of units in initial public offering, gross (in shares) | shares | 17,250,000 | ||
Proceeds from issuance initial public offering | $ 172,500,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Offering costs | $ 974,426 | ||
Private Placement | Warrants | |||
Subsidiary, Sale of Stock | |||
Sale of private placement warrants (in shares) | shares | 9,920,000 | ||
Purchase price, per unit | $ / shares | $ 1 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock | |||
Purchase price, per unit | $ / shares | $ 0.10 | ||
Deposit in trust account | $ 1,725,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | ||
Feb. 18, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |||
Cash | $ 233,764 | $ 0 | |
Cash equivalents | 0 | 0 | |
Offering costs | $ 974,426 | ||
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | |
Initial Public Offering | |||
Summary of Significant Accounting Policies | |||
Offering costs | 974,426 | ||
U.S. Treasury Securities | |||
Summary of Significant Accounting Policies | |||
Investments held in the trust account | $ 177,000,886 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Class A ordinary shares subject to possible redemption (Details) - Class A ordinary shares subject to possible redemption - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |||
Gross Proceeds | $ 172,500,000 | ||
Proceeds allocated to Public Warrants | (30,532,500) | ||
Proceeds allocated to Rights to Class A ordinary shares | (12,075,000) | ||
Issuance costs allocated to Class A ordinary shares | (7,300,147) | ||
Total proceeds allocated | (49,907,647) | ||
Remeasurement of carrying value to redemption value | $ 836,744 | $ 214,142 | 53,357,647 |
Class A ordinary shares subject to possible redemption | $ 177,000,886 | $ 176,164,142 | $ 175,950,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Calculation of basic and diluted net loss per ordinary share (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Class A ordinary shares | ||
Numerator: | ||
Allocation of net income (loss) | $ 93,101 | $ (1,176,200) |
Denominator: | ||
Weighted average shares outstanding, basic | 17,610,000 | 14,502,353 |
Weighted average shares outstanding, diluted | 17,610,000 | 14,502,353 |
Basic net income (loss) per share | $ 0.01 | $ (0.08) |
Diluted net income (loss) per share | $ 0.01 | $ (0.08) |
Class B ordinary shares | ||
Numerator: | ||
Allocation of net income (loss) | $ 22,800 | $ (349,761) |
Denominator: | ||
Weighted average shares outstanding, basic | 4,312,500 | 4,312,500 |
Weighted average shares outstanding, diluted | 4,312,500 | 4,312,500 |
Basic net income (loss) per share | $ 0.01 | $ (0.08) |
Diluted net income (loss) per share | $ 0.01 | $ (0.08) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Fair Value Measurements (Details) | Sep. 30, 2022 USD ($) |
Assets: | |
Investments held in Trust Account | $ 177,000,886 |
Level 1 | |
Assets: | |
Investments held in Trust Account | $ 177,000,868 |
Initial Public Offering (Detail
Initial Public Offering (Details) | Feb. 18, 2022 $ / shares shares |
Subsidiary, Sale of Stock | |
Purchase price, per unit | $ / shares | $ 10.20 |
Initial Public Offering | |
Subsidiary, Sale of Stock | |
Number of units sold | 17,250,000 |
Purchase price, per unit | $ / shares | $ 10 |
Number of shares in a unit | 1 |
Number of rights in a unit | 1 |
Number of shares per warrant or right | 0.1 |
Initial Public Offering | Public Warrants | |
Subsidiary, Sale of Stock | |
Number of shares per warrant or right | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - Private Placement - Private Placement Warrants | Feb. 18, 2022 $ / shares shares |
Subsidiary, Sale of Stock | |
Sale of private placement warrants (in shares) | shares | 9,920,000 |
Price of warrants | $ / shares | $ 1 |
Number of shares per warrant or right | shares | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Feb. 18, 2022 | Dec. 29, 2021 | Dec. 12, 2021 | Mar. 31, 2022 | Sep. 30, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | |
Related Party Transactions | |||||||
Aggregate purchase price | $ 175,950,000 | $ 2,875,721 | |||||
Issued price per share | $ 10.20 | ||||||
Class B ordinary shares | |||||||
Related Party Transactions | |||||||
Ordinary shares, shares outstanding | 4,312,500 | 4,312,500 | |||||
Number of shares subject to forfeiture | 562,500 | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||||
Founder Shares | |||||||
Related Party Transactions | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Founder Shares | Class B ordinary shares | |||||||
Related Party Transactions | |||||||
Number of shares subject to forfeiture | 562,500 | ||||||
Founder Shares | Sponsor | Class B ordinary shares | |||||||
Related Party Transactions | |||||||
Number of shares issued | 3,593,750 | ||||||
Aggregate purchase price | $ 25,000 | ||||||
Issued price per share | $ 0.007 | ||||||
Surrender of number shares | 175,000 | ||||||
Consideration for shares surrendered | $ 0 | ||||||
Ordinary shares, shares outstanding | 4,102,500 | ||||||
Founder Shares | Celtic | Class B ordinary shares | |||||||
Related Party Transactions | |||||||
Number of shares issued | 175,000 | ||||||
Aggregate purchase price | $ 1,217 | ||||||
Ordinary shares, shares outstanding | 210,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 12, 2021 | |
Related Party Transactions | |||||
Outstanding amount under the Promissory Note | $ 50,000 | ||||
Advances received from sponsor for working capital purposes | $ 108,000 | ||||
Accrued expenses | $ 0 | 0 | 0 | ||
Amount outstanding under Working Capital Loans | 133,849 | 133,849 | |||
Administrative Services Arrangement | |||||
Related Party Transactions | |||||
Expenses from Transactions with Related Party | 45,000 | 120,000 | |||
Maximum, expenses per month | 15,000 | ||||
Administrative Services Arrangement | Maximum | |||||
Related Party Transactions | |||||
Expenses from Transactions with Related Party | 180,000 | ||||
Promissory Note with Related Party | Sponsor | |||||
Related Party Transactions | |||||
Maximum borrowing capacity of related party promissory note | $ 350,000 | ||||
Outstanding amount under the Promissory Note | $ 0 | $ 0 | 50,000 | ||
Related Party Loans | |||||
Related Party Transactions | |||||
Price of warrants | $ 1 | $ 1 | |||
Amount outstanding under Working Capital Loans | $ 133,849 | $ 133,849 | $ 0 | ||
Related Party Loans | Maximum | |||||
Related Party Transactions | |||||
Convertible notes payable | $ 1,500,000 | 1,500,000 | |||
Related Party Loans | Sponsor | |||||
Related Party Transactions | |||||
Advances received from sponsor for working capital purposes | $ 108,000 | ||||
Working Capital Loans | |||||
Related Party Transactions | |||||
Repayment of promissory note - related party | $ 200,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended | |
Feb. 18, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) item $ / shares shares | |
Commitments and Contingencies | ||
Maximum number of demands for registration of securities | item | 3 | |
Fair value of representative shares and warrants granted to underwriter | $ 2,875,721 | |
Underwriting Agreement | ||
Commitments and Contingencies | ||
Option day period | 30 days | |
Maximum number of additional shares to be issued | shares | 2,250,000 | |
Underwriting cash discount per unit | $ / shares | $ 0.20 | |
Aggregate underwriter cash discount | $ 3,450,000 | |
Exercise price of warrants | $ / shares | $ 12 | |
Number Of Warrants Issued | shares | 517,500 | |
Fair value of Warrant | $ / shares | $ 1.61 | |
Fair value of representative shares and warrants granted to underwriter | $ 6,210,000 | |
Fair value of warrants issued to Underwriters | $ 834,521 | |
Number of shares issued | shares | 360,000 | |
Fair value of transferred shares (per share) | $ / shares | $ 5.67 | |
Fair value of shares transferred | $ 2,041,200 | |
Business Combination Marketing Agreement | ||
Commitments and Contingencies | ||
Percentage of marketing fee payable | 3.5 | |
Percentage of additional marketing fee payable | 1 |
Shareholders' equity - Preferre
Shareholders' equity - Preferred Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Shareholders' equity | ||
Preferred shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' equity - Common S
Shareholders' equity - Common Stock Shares (Details) | 9 Months Ended | |
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock | ||
Percentage of shares convertible upon business combination | 20% | |
Class A ordinary shares | ||
Class of Stock | ||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, votes per share | Vote | 1 | |
Class A ordinary shares subject to possible redemption | ||
Class of Stock | ||
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 17,250,000 | 17,250,000 |
Class A common stock not subject to possible redemption | ||
Class of Stock | ||
Ordinary shares, shares issued | 360,000 | 0 |
Ordinary shares, shares outstanding | 360,000 | 0 |
Class B ordinary shares | ||
Class of Stock | ||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, votes per share | Vote | 1 | |
Ordinary shares, shares issued | 4,312,500 | 4,312,500 |
Ordinary shares, shares outstanding | 4,312,500 | 4,312,500 |
Number of shares subject to forfeiture | 562,500 | |
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% |
Shareholders' equity - Warrants
Shareholders' equity - Warrants (Details) | 9 Months Ended | |
Sep. 30, 2022 D $ / shares shares | Dec. 31, 2021 shares | |
Class of Warrant or Right | ||
Warrants exercisable price | $ / shares | $ 12 | |
Business combination market value per share | $ / shares | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |
Trading period after business combination used to measure dilution of warrant | D | 20 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 180% | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Threshold number of business days before sending notice of redemption to warrant holders | D | 30 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Warrants outstanding | shares | 0 | |
Class A ordinary shares | ||
Class of Warrant or Right | ||
Number of shares received for each holder of Right | shares | 0.10 | |
Private Placement Warrants | ||
Class of Warrant or Right | ||
Warrants outstanding | shares | 9,920,000 | |
Public Warrants | ||
Class of Warrant or Right | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Threshold business days after which business combination to have declared effective | 60 days | |
Public Warrants expiration term | 5 years | |
Warrants outstanding | shares | 17,250,000 |