Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 15, 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 Registrant Name | DENALI CAPITAL ACQUISITION CORP. | |
Entity Central Index Key | 0001913577 | |
Entity File Number | 001-41351 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1659463 | |
Entity Address, Address Line One | 437 Madison Avenue | |
Entity Address, Address Line Two | 27th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 646 | |
Local Phone Number | 978-5180 | |
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 and one redeemable warrant | |
Trading Symbol | DECAU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | DECA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 8,760,000 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | DECAW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,062,500 |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheet | Sep. 30, 2022 USD ($) |
Current Assets: | |
Cash | $ 985,578 |
Prepaid expenses | 132,427 |
Total Current Assets | 1,118,005 |
Cash and Equivalents held in Trust Account | 84,645,261 |
Total Assets | 85,763,266 |
Current Liabilities: | |
Accounts Payable and accrued expenses | 90,803 |
Total Current Liabilities | 90,803 |
Deferred Underwriter Compensation | 2,887,500 |
Total Liabilities | 2,978,303 |
Commitments and contingencies | |
Class A ordinary shares subject to possible redemption; 8,250,000 shares at $10.20 per share | 84,645,261 |
Shareholders' Deficit: | |
Preference shares $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (1,860,555) |
Total Shareholders' Deficit | (1,860,298) |
Total Liabilities, Temporary Equity and Shareholders' Deficit | 85,763,266 |
Common Class A [Member] | |
Current Liabilities: | |
Class A ordinary shares subject to possible redemption; 8,250,000 shares at $10.20 per share | 84,645,261 |
Shareholders' Deficit: | |
Common Stock Value | 51 |
Common Class B [Member] | |
Shareholders' Deficit: | |
Common Stock Value | $ 206 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheet (Parenthetical) | Sep. 30, 2022 $ / shares shares |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Common Class A [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 |
Common Stock, Shares, Issued | 510,000 |
Common Stock, Shares, Outstanding | 510,000 |
Temporary Equity, Shares Outstanding | 8,250,000 |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.2 |
Common Class B [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 |
Common Stock, Shares, Issued | 2,062,500 |
Common Stock, Shares, Outstanding | 2,062,500 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Formation and operating costs | $ 72,961 | $ 229,983 |
Other (Income)/expenses | ||
Income on Trust Account | (380,429) | (495,261) |
Net Income | (307,468) | (265,278) |
Redeemable Common Stock [Member] | ||
Other (Income)/expenses | ||
Net Income | $ (324,811) | $ (4,932,925) |
Weighted average shares outstanding, basic | 8,250,000 | 5,305,762 |
Weighted average shares outstanding, diluted | 8,250,000 | 5,305,762 |
Basic net income (loss) per share | $ 0.04 | $ 0.93 |
Diluted net income (loss) per share | $ 0.04 | $ 0.93 |
Non Redeemable Common Stock [Member] | ||
Other (Income)/expenses | ||
Net Income | $ 17,343 | $ 4,667,647 |
Weighted average shares outstanding, basic | 2,572,500 | 2,121,441 |
Weighted average shares outstanding, diluted | 2,572,500 | 2,121,441 |
Basic net income (loss) per share | $ (0.01) | $ (2.2) |
Diluted net income (loss) per share | $ (0.01) | $ (2.2) |
Unaudited Condensed Statement_2
Unaudited Condensed Statement Of Changes In Shareholders' Equity/(Deficit) - USD ($) | Total | Common Class A [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance, Shares at Jan. 04, 2022 | 0 | |||||
Beginning balance at Jan. 04, 2022 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Issuance of Class B ordinary shares to Sponsor, Shares | 2,156,250 | |||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 216 | 24,784 | 0 | ||
Net income | (11,343) | (11,343) | ||||
Ending balance, Shares at Mar. 31, 2022 | 2,156,250 | |||||
Ending balance at Mar. 31, 2022 | 13,657 | $ 216 | 24,784 | (11,343) | ||
Beginning balance, Shares at Jan. 04, 2022 | 0 | |||||
Beginning balance at Jan. 04, 2022 | 0 | $ 0 | 0 | 0 | ||
Remeasurement adjustment on class A ordinary shares subject to possible redemption | $ (16,111,536) | |||||
Forfeiture of Class B ordinary shares | 10 | |||||
Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on trust account) | 16,111,536 | $ 495,261 | ||||
Net income | 265,278 | |||||
Ending balance, Shares at Sep. 30, 2022 | 510,000 | 2,062,500 | ||||
Ending balance at Sep. 30, 2022 | (1,860,298) | $ 51 | $ 206 | 0 | (1,860,555) | |
Beginning balance, Shares at Mar. 31, 2022 | 2,156,250 | |||||
Beginning balance at Mar. 31, 2022 | 13,657 | $ 216 | 24,784 | (11,343) | ||
Proceeds from sale of public units, Shares | 7,500,000 | |||||
Proceeds from sale of public units | 75,000,000 | $ 750 | 74,999,250 | |||
Proceeds from sale of public units-over-allotment ,Shares | 750,000 | |||||
Proceeds from sale of public units-over-allotment | 7,500,000 | $ 75 | 7,499,925 | |||
Proceeds from sale of private placement units ,Shares | 480,000 | |||||
Proceeds from sale of private placement units | 4,800,000 | $ 48 | 4,799,952 | |||
Proceeds from sale of private placement units -over-allotment , Shares | 30,000 | |||||
Proceeds from sale of private placement units -over-allotment | 300,000 | $ 3 | 299,997 | |||
Deferred underwriting fees payable @3.5% of gross proceeds | (2,887,500) | (2,887,500) | ||||
Underwriters Discount @2% of gross proceeds | (1,650,000) | (1,650,000) | ||||
Other deferred offering costs | (567,815) | (567,815) | ||||
Reclassification and initial measurement of Class A ordinary shares subject to possible redemption under ASC 480-10-S99 against additional paid-in capital ,Shares | (8,250,000) | |||||
Reclassification and initial measurement of Class A ordinary shares subject to possible redemption under ASC 480-10-S99 against additional paid-in capital | (72,526,599) | $ (825) | (72,525,774) | |||
Allocation of offering costs to Class A ordinary shares subject to possible redemption | 4,488,135 | 4,488,135 | ||||
Remeasurement adjustment on class A ordinary shares subject to possible redemption | (16,111,536) | (14,480,964) | (1,630,752) | |||
Forfeiture of Class B ordinary shares , Shares | (93,750) | |||||
Forfeiture of Class B ordinary shares | $ (10) | 10 | ||||
Net income | (30,847) | (30,847) | ||||
Ending balance, Shares at Jun. 30, 2022 | 510,000 | 2,062,500 | ||||
Ending balance at Jun. 30, 2022 | (1,672,505) | $ 51 | $ 206 | 0 | (1,672,762) | |
Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on trust account) | (495,261) | (495,261) | ||||
Net income | 307,468 | 307,468 | ||||
Ending balance, Shares at Sep. 30, 2022 | 510,000 | 2,062,500 | ||||
Ending balance at Sep. 30, 2022 | $ (1,860,298) | $ 51 | $ 206 | $ 0 | $ (1,860,555) |
Unaudited Condensed Statement_3
Unaudited Condensed Statement Of Cash Flows | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Cash flows from operating activities: | |
Net income | $ 265,278 |
Formation costs paid by related party | 11,343 |
Income on Trust Account | (495,261) |
Changes in current assets and liabilities: | |
Prepaid expenses | (132,427) |
Accounts payable and accrued expenses | 90,803 |
Net cash used in operating activities | (260,264) |
Cash flows from investing activities: | |
Investment held in Trust Account | (84,150,000) |
Net cash used in investing activities | (84,150,000) |
Cash flows from financing activities: | |
Proceeds from issuance of Promissory note to related party | 80,000 |
Payment of promissory note to related party | (80,000) |
Proceeds from related party | 25,000 |
Payment to related party | (240,020) |
Proceeds from issuance of private placement units, including over-allotment | 5,100,000 |
Proceeds from issuance of public units through public offering, including over-allotment | 82,500,000 |
Payment of offering costs | (339,138) |
Payment of deferred underwriter's discount | (1,650,000) |
Net cash provided by financing activities | 85,395,842 |
Net change in cash | 985,578 |
Cash at beginning of period | 0 |
Cash at end of period | 985,578 |
Supplemental information for non-cash financing activities: | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Deferred offering costs charged to additional paid-in capital | 567,815 |
Deferred offering cost settled through related party | 203,677 |
Allocation of offering costs to Class A ordinary shares subject to redemption | 4,488,135 |
Reclassification of Class A ordinary shares subject to redemption | 72,526,599 |
Remeasurement adjustment on Class A ordinary shares subject to possible redemption | 16,111,536 |
Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on trust account) | 495,261 |
Deferred underwriter's fee charged to additional paid-in capital | 2,887,500 |
Forfeiture of Class B ordinary shares | $ 10 |
Organization And Business Opera
Organization And Business Operation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization And Business Operation | NOTE 1 - ORGANIZATION AND BUSINESS OPERATION Denali Capital Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in the Cayman Islands on January 5, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage emerging growth company and, as such, the Company is subject to all of the risks associated with early stage emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from January 5, 2022 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of an 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 IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO became effective on April 6, 2022. On April 11, 2022, the Company consummated the IPO of 8,250,000 units (including over-allotment of 750,000 units) (“Public Units”). Each Public Unit consists of one Class A ordinary share, $0.0001 par value per share (such shares included in the Public Units, the “Public Shares”), and one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Public Share at an exercise price of $11.50 per share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds of $82,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 510,000 units (including over-allotment of 30,000 units) (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit in a private placement generating gross proceeds of $5,100,000, which is described in Note 4. Transaction costs amounted to $5,105,315, consisting of $1,650,000 of underwriting fees, $2,887,500 of deferred underwriters’ fees and $567,815 of other offering costs, and were all initially charged to shareholders’ Trust Account Following the consummation of the IPO on April 11, 2022, a total of $84,150,000 of the net proceeds from the IPO, including proceeds from the sale of the Private Placement Units, was deposited in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under 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 funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and 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. There is no assurance that the Company will be able to successfully effect a Business Combination. Business Combination The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares 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 per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination (initially anticipated to be $10.20 per Public Unit, plus any pro rata interest then in the Trust Account, net of taxes payable). The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the “penny stock” rules of the Securities and Exchange Commission (the “SEC”)) either prior to or upon consummation of an initial Business Combination. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to the Business Combination. The Company will have only 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO, if the Company extends the period of time to consummate a Business Combination) to complete the initial Business Combination (the “Combination Period”). If the Company is unable to complete the initial Business Combination within 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 the Company to pay the Company’s franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), 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), subject to applicable law, 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, 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 the Business Combination within 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO, if the Company extends the period of time to consummate a Business Combination). The founder shares are designated as Class B ordinary shares (the “Founder Shares”) and, except as described below, are identical to the Public Shares, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) prior to the Company’s initial Business Combination, only holders of the Founder Shares have the right to vote on the appointment of directors, including in connection with the completion of the Company’s initial Business Combination, and holders of a majority of the Founder Shares may remove a member of the board of directors of the Company The Sponsor has agreed that it will 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 by 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 the lesser of (i) $10.20 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims. Liquidity, Capital Resources and Going Concern Consideration T I PO $25,000 (see Note 5) for the Founder Shares and the loan under an unsecured promissory note (the “Promissory Note”) $400,000 (see Note 5) which was fully repaid on December 31, 2021. Subsequent to the consummation of the IPO IPO sale of Private Placement Units in a private placement to the Sponsor, $985,578 and working capital of $1,027,202. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans , as defined below Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the date of this Quarterly Report use funds in the Trust Account to pay identify and evaluate perform pay in connection with the identification and evaluation of prospective target businesses , select with which to effectuate an initial Business Combination structure, negotiate and consummate In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of operations and search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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”) under the Securities Act The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus, which contains the initial audited financial statements and notes thereto for the period from January 5, 2022 (inception) to February 7, 2022, as filed with the SEC on March 1, 2022, and the Company’s report on Form 8-K, which contains the Company’s audited balance sheet and notes thereto as of April 11, 2022, as filed with the SEC on April 15, 2022. The interim results for the period from January 5, 2022 (inception) to September 30, 2022 are fiscal year Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 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 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. 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 on September 30, 2022. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities and interest earned on investments held in the Trust Account are Offering Costs Offering costs were $5,105,315 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are related to the IPO and were initially charged to shareh o . shareholders’ Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB 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 meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the 8,250,000 Public Warrants (as defined in Note 3) and 510,000 Private Warrants (as defined in Note 4) as equity-classified instruments. The over - Class A Ordinary Shares Subject to Possible Redemption The Company account s shareholders’ are subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022, 8,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ 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. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid - - As of September 30, 2022, the ordinary shares reflected in the unaudited condensed balance sheet are reconciled in the following table: Gross proceeds $ 82,500,000 Less: Proceeds allocated to Public Warrants (9,973,401 ) Allocation of offering costs related to redeemable shares (4,488,135 ) Plus: Initial measurement of carrying value to redemption value 16,111,536 Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on Trust Account) 495,261 Ordinary shares subject to possible redemption 84,645,261 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. Net Income/(Loss) Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 93,750 Founder Shares that were forfeited due to the underwriters’ partial exercise of the over-allotment option. Any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the Public Shareholders. Warrants issued are contingently exercisable (i.e., on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO). For Earnings Per Share (“EPS”) As of September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per ordinary share is the same as basic earnings per ordinary share for the periods presented. The net income (loss) per share presented in the unaudited condensed statement s Three months ended September 30, 2022 From January 5, 2022 (inception) through September 30, 2022 Net income $ 307,468 $ 265,278 Interest earned on investment held in Trust Account (380,429 ) (495,261 ) Accretion of temporary equity into redemption value - (16,111,536 ) Net loss including accretion of equity into redemption value $ (72,961 ) $ (16,341,519 ) Three month s From January 5, 2022 (inception) through September 30, 2022 Redeemable Shares Non- Redeemable Shares Redeemable Shares Non- Redeemable Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (55,618 ) $ (17,343 ) $ (11,673,872 ) $ (4,667,647 ) Interest earned on investment held in Trust Account 380,429 - 495,261 - Accretion of temporary equity to redemption value - - 16,111,536 - Allocation of net income/(loss) $ 324,811 $ (17,343 ) $ 4,932,925 $ (4,667,647 ) Denominators: Weighted-average shares outstanding 8,250,000 2,572,500 5,305,762 2,121,441 Basic and diluted net income/(loss) per share 0.04 (0.01 ) 0.93 (2.20 ) The Company accounts for income taxes under FASB ASC 740 , ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. There is currently no taxation imposed on income by the Government of the Cayman Islands for the period from January 5, 2022 (inception) through September 30, 2022. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited 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 April 11, 2022, the Company sold 8,250,000 Public Units at a purchase price of $10.00 per Public Unit, generating gross proceeds of $82,500,000 (including 750,000 Public Units pursuant to the underwriters’ partial exercise of the over-allotment option) related to the IPO. Each Public Unit consists of one Public Share and one Public Warrant. Each Public Warrant entitles the holder thereof to purchase one Public Share at a price of $11.50 per share, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation (see Note 7). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4 - PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 510,000 Private Placement Units (including 30,000 Private Placement Units pursuant to the underwriters’ partial exercise of the over-allotment option) at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $5,100,000, in a private placement. Each whole Private Placement Unit consists of one Class A ordinary share (“Private Placement Shares”) and one warrant (“Private Warrants”). Each Private Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Certain of the proceeds from the sale of the Private Placement Units were added to the net proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO, if the Company extends the period of time to consummate a Business Combination), the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Company’s Class A ordinary shares (subject to the requirements of applicable law) and the Private Placement Units and all underlying securities will expire worthless. The Private Placement Units will not be transferable, assignable, or saleable 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 [Abstract] | |
Related Party Transactions | NOTE 5 - RELATED PARTY TRANSACTIONS Founder Shares On February 3, 2022, the Sponsor acquired 2,156,250 Founder Shares in exchange for $25,000 paid for deferred offering costs borne by the Sponsor. On May 23, 2022, 93,750 Founder Shares were forfeited as the underwriters did not exercise the over-allotment option on the remaining 375,000 Public Units (see Note 6). The Founder Shares are identical to the Class A ordinary shares included in the units sold in the IPO, except that the Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination. Also, the S the the Company F S P S The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of an initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all Public Shareholders having the right to exchange their Public Shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor and the Company’s directors and executive officers with respect to any Founder Shares. Promissory Note - Related Party On February 3, 2022, the Sponsor agreed to loan the Company up to $400,000 to be used for a portion of the expenses of the IPO. As of April 11, 2022, there was $80,000 outstanding under the Promissory Note. This loan was non-interest bearing, unsecured and due at the earlier of (i) September 30, 2022 or (ii) the closing of the IPO. On April 12, 2022, the loan was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. Due to Related Party The Sponsor paid certain formation, operating or offering costs on behalf of the Company. These amounts are due on demand and are non-interest bearing. During the period from January 5, 2022 (inception) through March 31, 2022, the Sponsor paid $215,020 of formation, operating costs and offering costs on behalf of the Company. On April 12, 2022, the Company paid the Sponsor $160,020 and on April 14, 2022, the Company received $25,000 from the Sponsor. Subsequently on July 19, 2022, the Company fully paid $80,000 to the related party. As of September 30, 2022, there were no amounts outstanding due to related party. Working Capital Loan 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 (the “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 of the Trust Account. In the event that a Business Combination does not complete, the Company may use a portion of proceeds held outside of the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of September 30, 2022, no Working Capital Loans were outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 - COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Shares and Private Warrants, including any of those issued upon conversion of Working Capital Loans (and any Private Placement Shares issuable upon the exercise of the Private Warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on April 6, 2022. 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 after the completion of the initial 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 costs and expenses of filing any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in part for 750,000 Public Units on April 11, 2022. On May 23, 2022, the underwriters decided not to exercise the over-allotment option on the remaining 375,000 Public Units within the 45-day period. The underwriters received a cash underwriting discount of $0.20 per Public Unit, or $1,650,000 in the aggregate, paid upon the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Public Unit, or $2,887,500 in the aggregate , which is included in the accompanying condensed balance sheet. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | NOTE 7 - SHAREHOLDERS’ Preference shares - The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2022, there were no preference shares issued or outstanding. The Company is not registering the ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and it will use commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to those ordinary shares until the warrants expire or are redeemed; provided, that if the ordinary shares are at the time of any exercise of a 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, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use commercially reasonable 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 warrants become exercisable, the Company may redeem the outstanding warrants: in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days’ prior written notice of redemption, which is referred to as the 30-day redemption period; and if, and only if, the last reported sale price of ordinary shares equals or exceeds $16.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s shareholders of issuing the maximum number of ordinary shares issuable upon the exercise of the Company’s warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average volume weighted average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. 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. As of September 30, 2022, there were 510,000 Class A ordinary shares issued and outstanding, excluding 8,250,000 Class A ordinary shares subject to possible redemption. 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. As of September 30, 2022, there were 2,062,500 Class B ordinary shares issued and outstanding. On May 23, 2022, 93,750 Class B ordinary shares were forfeited as the underwriters did not exercise the over-allotment option on the remaining 375,000 Public Units. Prior to the Company’s initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors of the Company shareholders The Class B ordinary shares will automatically convert into Class A ordinary shares on the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as- converted basis, approximately 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Warrants All warrants (Public Warrants and Private Warrants 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 an 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 board of directors of the Company |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 - FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. As of September 30, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investment held in Trust Account $ 84,645,261 84,645,261 - - |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through November 15, 2022, which was the date these unaudited condensed financial statements were available for issuance and determined that there were no significant unrecognized events through that date. |
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”) under the Securities Act The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus, which contains the initial audited financial statements and notes thereto for the period from January 5, 2022 (inception) to February 7, 2022, as filed with the SEC on March 1, 2022, and the Company’s report on Form 8-K, which contains the Company’s audited balance sheet and notes thereto as of April 11, 2022, as filed with the SEC on April 15, 2022. The interim results for the period from January 5, 2022 (inception) to September 30, 2022 are fiscal year |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 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 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. 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 on September 30, 2022. |
Investments Held In Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities and interest earned on investments held in the Trust Account are |
Offering Costs | Offering Costs Offering costs were $5,105,315 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are related to the IPO and were initially charged to shareh o . shareholders’ |
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 the FASB ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB 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 meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the 8,250,000 Public Warrants (as defined in Note 3) and 510,000 Private Warrants (as defined in Note 4) as equity-classified instruments. The over - |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company account s shareholders’ are subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022, 8,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ 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. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid - - As of September 30, 2022, the ordinary shares reflected in the unaudited condensed balance sheet are reconciled in the following table: Gross proceeds $ 82,500,000 Less: Proceeds allocated to Public Warrants (9,973,401 ) Allocation of offering costs related to redeemable shares (4,488,135 ) Plus: Initial measurement of carrying value to redemption value 16,111,536 Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on Trust Account) 495,261 Ordinary shares subject to possible redemption 84,645,261 |
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. |
Net Income/(Loss) Per Ordinary Share | Net Income/(Loss) Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 93,750 Founder Shares that were forfeited due to the underwriters’ partial exercise of the over-allotment option. Any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the Public Shareholders. Warrants issued are contingently exercisable (i.e., on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO). For Earnings Per Share (“EPS”) As of September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per ordinary share is the same as basic earnings per ordinary share for the periods presented. The net income (loss) per share presented in the unaudited condensed statement s Three months ended September 30, 2022 From January 5, 2022 (inception) through September 30, 2022 Net income $ 307,468 $ 265,278 Interest earned on investment held in Trust Account (380,429 ) (495,261 ) Accretion of temporary equity into redemption value - (16,111,536 ) Net loss including accretion of equity into redemption value $ (72,961 ) $ (16,341,519 ) Three month s From January 5, 2022 (inception) through September 30, 2022 Redeemable Shares Non- Redeemable Shares Redeemable Shares Non- Redeemable Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (55,618 ) $ (17,343 ) $ (11,673,872 ) $ (4,667,647 ) Interest earned on investment held in Trust Account 380,429 - 495,261 - Accretion of temporary equity to redemption value - - 16,111,536 - Allocation of net income/(loss) $ 324,811 $ (17,343 ) $ 4,932,925 $ (4,667,647 ) Denominators: Weighted-average shares outstanding 8,250,000 2,572,500 5,305,762 2,121,441 Basic and diluted net income/(loss) per share 0.04 (0.01 ) 0.93 (2.20 ) |
Income Taxes | The Company accounts for income taxes under FASB ASC 740 , ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. There is currently no taxation imposed on income by the Government of the Cayman Islands for the period from January 5, 2022 (inception) through September 30, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited 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 reconciliation of Class A common stock subject to possible redemption | As of September 30, 2022, the ordinary shares reflected in the unaudited condensed balance sheet are reconciled in the following table: Gross proceeds $ 82,500,000 Less: Proceeds allocated to Public Warrants (9,973,401 ) Allocation of offering costs related to redeemable shares (4,488,135 ) Plus: Initial measurement of carrying value to redemption value 16,111,536 Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on Trust Account) 495,261 Ordinary shares subject to possible redemption 84,645,261 |
Summary of basic and diluted loss per ordinary share | The net income (loss) per share presented in the unaudited condensed statement s Three months ended September 30, 2022 From January 5, 2022 (inception) through September 30, 2022 Net income $ 307,468 $ 265,278 Interest earned on investment held in Trust Account (380,429 ) (495,261 ) Accretion of temporary equity into redemption value - (16,111,536 ) Net loss including accretion of equity into redemption value $ (72,961 ) $ (16,341,519 ) Three month s From January 5, 2022 (inception) through September 30, 2022 Redeemable Shares Non- Redeemable Shares Redeemable Shares Non- Redeemable Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (55,618 ) $ (17,343 ) $ (11,673,872 ) $ (4,667,647 ) Interest earned on investment held in Trust Account 380,429 - 495,261 - Accretion of temporary equity to redemption value - - 16,111,536 - Allocation of net income/(loss) $ 324,811 $ (17,343 ) $ 4,932,925 $ (4,667,647 ) Denominators: Weighted-average shares outstanding 8,250,000 2,572,500 5,305,762 2,121,441 Basic and diluted net income/(loss) per share 0.04 (0.01 ) 0.93 (2.20 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. As of September 30, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investment held in Trust Account $ 84,645,261 84,645,261 - - |
Organization And Business Ope_2
Organization And Business Operation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Apr. 11, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
Product Information [Line Items] | |||
Entity Incorporation,Date Of Incorporation | Jan. 05, 2022 | ||
Stock issued During Period Shares New Issues | 510,000 | ||
Per share price | $ 10.2 | ||
Procceds from issuance of initial public offerings | $ 82,500,000 | ||
Procceds from issuance of private placement | 5,100,000 | ||
Transaction costs | $ 5,105,315 | 5,105,315 | |
Underwriting Fees | 1,650,000 | ||
Deferred uderwriting fees | 2,887,500 | ||
Other offering costs | 567,815 | ||
Assets held in trust non current | $ 84,150,000 | $ 84,645,261 | |
Restricted investment terms | 185 days | ||
Percentage Of Fair Market Value Of Target Business To Asset Held In Trust Account | 80% | ||
Liquidation Basis Of Accounting Accrued Costs To Dispose Of Assets And Liabilities | $ 100,000 | ||
Percenatge Of The Public Shares Redeemable In Case Business ombination Not Consummated | 100% | ||
Stock Issued During Period Value Issued For Services | $ 25,000 | ||
Cash | $ 985,578 | ||
Net Working Capital | $ 1,027,202 | ||
Trust Account Investees [Member] | |||
Product Information [Line Items] | |||
Percentage Of Voting Interest Acquired | 50% | ||
Sponsor [Member] | |||
Product Information [Line Items] | |||
Per share price | $ 10 | ||
Stock Issued During Period Value Issued For Services | $ 25,000 | ||
Proceeds From Unsecured Notes Payable | $ 400,000 | ||
Minimum [Member] | |||
Product Information [Line Items] | |||
Period Within Which Business Combination Shall Be Consummated Extended Period | 12 months | ||
Maximum [Member] | |||
Product Information [Line Items] | |||
Period Within Which Business Combination Shall Be Consummated Extended Period | 18 months | ||
Post Combination Net Worth Requirement To Effect Business Combination [Member] | |||
Product Information [Line Items] | |||
Minimum Net Worth Required For Compliance | $ 5,000,001 | ||
Common Class A [Member] | |||
Product Information [Line Items] | |||
Procceds from issuance of initial public offerings | $ 82,500,000 | ||
Public Shares [Member] | |||
Product Information [Line Items] | |||
Per share price | 10 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.5 | ||
Public Shares [Member] | Common Class A [Member] | |||
Product Information [Line Items] | |||
Per share price | $ 0.0001 | ||
IPO [Member] | Public Shares [Member] | |||
Product Information [Line Items] | |||
Stock issued During Period Shares New Issues | 8,250,000 | ||
Per share price | $ 10.2 | ||
Procceds from issuance of initial public offerings | $ 82,500,000 | ||
Over-Allotment Option [Member] | |||
Product Information [Line Items] | |||
Stock issued During Period Shares New Issues | 30,000 | ||
Over-Allotment Option [Member] | Public Shares [Member] | |||
Product Information [Line Items] | |||
Stock issued During Period Shares New Issues | 750,000 | ||
Private Placement [Member] | |||
Product Information [Line Items] | |||
Procceds from issuance of private placement | $ 5,100,000 | ||
Private Placement [Member] | Sponsor [Member] | |||
Product Information [Line Items] | |||
Procceds from issuance of private placement | $ 5,100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Apr. 11, 2022 | Sep. 30, 2022 | |
Cash equivalent at carrying value | $ 0 | |
Cash FDIC insured amount | 250,000 | |
Deferred offering costs | $ 5,105,315 | $ 5,105,315 |
Stock issued during period shares new issues | 510,000 | |
Over-Allotment Option [Member] | ||
Stock issued during period shares new issues | 30,000 | |
Common Class B [Member] | Over-Allotment Option [Member] | Founder Shares [Member] | ||
Common shares subject to forfeiture | 93,750 | |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 8,250,000 | |
Public Warrants [Member] | ||
Deferred offering costs allocated to share holders equity | $ 617,180 | |
Stock issued during period shares new issues | 8,250,000 | |
Private Placement Warrants [Member] | ||
Stock issued during period shares new issues | 510,000 | |
Public Shares [Member] | ||
Deferred offering costs allocated to share holders equity | $ 4,488,135 | |
Public Shares [Member] | Over-Allotment Option [Member] | ||
Stock issued during period shares new issues | 750,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies -Summary of reconciliation of Class A common stock subject to possible redemption (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | |
Temporary Equity [Line Items] | |||
Gross proceeds | $ 82,500,000 | ||
Allocation of offering costs related to redeemable shares | (4,488,135) | ||
Initial measurement of carrying value to redemption value | $ 16,111,536 | ||
Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on Trust Account) | $ (495,261) | 16,111,536 | |
Ordinary shares subject to possible redemption | 84,645,261 | 84,645,261 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 82,500,000 | ||
Proceeds allocated to Public Warrants | (9,973,401) | ||
Allocation of offering costs related to redeemable shares | (4,488,135) | ||
Initial measurement of carrying value to redemption value | 16,111,536 | ||
Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on Trust Account) | 495,261 | ||
Ordinary shares subject to possible redemption | $ 84,645,261 | $ 84,645,261 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of basic and diluted loss per ordinary share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Allocation of net income/(loss) | $ 307,468 | $ (30,847) | $ (11,343) | $ 265,278 |
Interest earned on investment held in Trust Account | (380,429) | (495,261) | ||
Accretion of temporary equity into redemption value | (16,111,536) | |||
Net loss including accretion of equity into redemption value | (72,961) | (16,341,519) | ||
Redeemable Common Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Allocation of net income/(loss) | 324,811 | 4,932,925 | ||
Interest earned on investment held in Trust Account | 380,429 | 495,261 | ||
Accretion of temporary equity into redemption value | 16,111,536 | |||
Net loss including accretion of equity into redemption value | $ (55,618) | $ (11,673,872) | ||
Weighted average shares outstanding, basic | 8,250,000 | 5,305,762 | ||
Weighted average shares outstanding, diluted | 8,250,000 | 5,305,762 | ||
Basic net income (loss) per share | $ 0.04 | $ 0.93 | ||
Diluted net income (loss) per share | $ 0.04 | $ 0.93 | ||
Non Redeemable Common Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Allocation of net income/(loss) | $ (17,343) | $ (4,667,647) | ||
Net loss including accretion of equity into redemption value | $ (17,343) | $ (4,667,647) | ||
Weighted average shares outstanding, basic | 2,572,500 | 2,121,441 | ||
Weighted average shares outstanding, diluted | 2,572,500 | 2,121,441 | ||
Basic net income (loss) per share | $ (0.01) | $ (2.2) | ||
Diluted net income (loss) per share | $ (0.01) | $ (2.2) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Apr. 11, 2022 | Sep. 30, 2022 | |
Disclosure Of Public Offering [Line Items] | ||
Proceeds from sale of public units, Shares | 510,000 | |
Per share price | $ 10.2 | |
Proceeds from issuance of public units through public offering, including over-allotment | $ 82,500,000 | |
Maximum [Member] | ||
Disclosure Of Public Offering [Line Items] | ||
Class Of Warrant Or Right Threshold Number Of Months From Closing Of Public Offering For Exercise | 12 months | |
Minimum [Member] | ||
Disclosure Of Public Offering [Line Items] | ||
Class Of Warrant Or Right Threshold Number Of Months From Closing Of Public Offering For Exercise | 30 days | |
Over-Allotment Option [Member] | ||
Disclosure Of Public Offering [Line Items] | ||
Proceeds from sale of public units, Shares | 30,000 | |
Public Shares [Member] | ||
Disclosure Of Public Offering [Line Items] | ||
Per share price | $ 10 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |
Public Shares [Member] | IPO [Member] | ||
Disclosure Of Public Offering [Line Items] | ||
Proceeds from sale of public units, Shares | 8,250,000 | |
Per share price | $ 10.2 | |
Proceeds from issuance of public units through public offering, including over-allotment | $ 82,500,000 | |
Public Shares [Member] | Over-Allotment Option [Member] | ||
Disclosure Of Public Offering [Line Items] | ||
Proceeds from sale of public units, Shares | 750,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |
Procceds from issuance of private placement | $ | $ 5,100,000 |
Sale of units description | Each whole Private Placement Unit consists of one Class A ordinary share (“Private Placement Shares”) and one warrant (“Private Warrants”). |
Maximum [Member] | |
Class of Stock [Line Items] | |
Business Combination allotted period | 18 months |
Minimum [Member] | |
Class of Stock [Line Items] | |
Business Combination allotted period | 12 months |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Sale of public Units ,Per share | $ / shares | $ 11.5 |
Private Placement [Member] | |
Class of Stock [Line Items] | |
Sale of public Units | shares | 510,000 |
Sale of public Units ,Per share | $ / shares | $ 10 |
Procceds from issuance of private placement | $ | $ 5,100,000 |
Over-Allotment Option [Member] | |
Class of Stock [Line Items] | |
Sale of public Units | shares | 30,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 9 Months Ended | |||||||
Jul. 19, 2022 USD ($) | May 23, 2022 shares | Apr. 14, 2022 USD ($) | Apr. 12, 2022 USD ($) | Apr. 11, 2022 USD ($) shares | Feb. 03, 2022 USD ($) Day $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Number of additional public units purchased | shares | 510,000 | |||||||
Deferred offering costs | $ 5,105,315 | $ 5,105,315 | ||||||
Proceeds from related party | $ 25,000 | 25,000 | ||||||
Due to related parties | 0 | |||||||
Related party payments | $ 80,000 | $ 160,020 | 240,020 | |||||
Working Capital Loans | $ 1,500,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 10 | |||||||
Forfeiture of Class B ordinary shares | $ 10 | |||||||
Private Placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Working Capital Loans | $ 0 | |||||||
Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of additional public units purchased | shares | 30,000 | |||||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of additional public units purchased | shares | 375,000 | 1,125,000 | ||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Deferred offering costs | $ 215,020 | |||||||
Sponsor [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from related party | $ 400,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Outstanding loan | $ 80,000 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination | $ / shares | $ 12 | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 20 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 30 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | Day | 150 | |||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of additional public units purchased | shares | 2,156,250 | |||||||
Deferred offering costs | $ 25,000 | |||||||
DECAFounder Shares [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Forfeiture of Class B ordinary shares | $ 93,750 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
May 23, 2022 | Apr. 11, 2022 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Line Items] | |||
Number of additional public units purchased | 510,000 | ||
Underwriting Cash Discount Per Public Unit | $ 0.2 | ||
Under writer Cash Discount | $ 1,650,000 | ||
Deferred Underwriting Fee Per Public Unit | $ 0.35 | ||
Deferred underwriting fee payable | $ 2,887,500 | ||
IPO [Member] | Underwriting Agreement [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of days to exercise the option granted for underwriters | 45 days | ||
Over-Allotment Option [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of additional public units purchased | 30,000 | ||
Number of Public Units over-allotment option exercised | 750,000 | ||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of additional public units purchased | 375,000 | 1,125,000 | |
Over allotment option period | 45 days |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) | 9 Months Ended | ||
May 23, 2022 shares | Apr. 11, 2022 shares | Sep. 30, 2022 Day $ / shares shares | |
Preferred Stock, Shares Authorized | 1,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||
Preferred Stock, Shares Outstanding | 0 | ||
Proceeds from sale of public units, Shares | 510,000 | ||
Over-Allotment Option [Member] | |||
Proceeds from sale of public units, Shares | 30,000 | ||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||
Proceeds from sale of public units, Shares | 375,000 | 1,125,000 | |
Warrant [Member] | |||
Warrant exercisable | $ / shares | $ 11.5 | ||
Number Of Days From Which Warrants Become Exercisable After The Completion Of Business Combination | 30 days | ||
Number Of Months From Which Warrants Become Exercisable After The Completion Of Business Combination | 12 months | ||
Number Of Business Days After The Closing Of Business Combination Made Efforts For Sec Registration Statement | 20 days | ||
Period Within Which Registration Statement Shall Be Effective On Closure Of Business Combination | 60 days | ||
Class Of Warrants Or Rights Redemption Price Per Share | $ / shares | $ 0.01 | ||
Class Of Warrant Or Right Prior Written Notice Of Redemption | 30 days | ||
Warrant Redemption Condition Minimum Share Price | $ / shares | $ 16.5 | ||
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Trading Days | Day | 20 | ||
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Consecutive Trading Days | Day | 30 | ||
Warrant [Member] | Minimum [Member] | |||
Class Of Warrant Or Right Prior Written Notice Of Redemption | 30 days | ||
Warrant [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price One [Member] | |||
Redemption Trigger Price As A Percentage Of Newly Issued Price | 115% | ||
Class Of Warrants Or Rights Redemption Trigger Price | $ / shares | $ 16.5 | ||
Warrant [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price Two [Member] | |||
Redemption Trigger Price As A Percentage Of Newly Issued Price | 165% | ||
Common Class A [Member] | |||
Common Stock, Shares Authorized | 200,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||
Common Stock, Shares Outstanding | 510,000 | ||
Temporary Equity, Shares Outstanding | 8,250,000 | ||
Common Class A [Member] | Warrant [Member] | |||
Share price | $ / shares | $ 9.2 | ||
Percentage Of Equity Proceeds From Business Combination As A Percentage Of Total Proceeds | 60% | ||
Number Of Trading Days | 20 days | ||
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Consecutive Trading Days | Day | 10 | ||
Common Class B [Member] | |||
Common Stock, Shares Authorized | 20,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||
Common Stock, Shares Outstanding | 2,062,500 | ||
Common Stock Threshold Percentage On Conversion Of Shares | 20% | ||
Common Class B [Member] | Over-Allotment Option [Member] | |||
Common Stock Shares Subject To Forfeiture | 93,750 |
Fair Value Measurements - Summa
Fair Value Measurements - Summaty of assets that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] | Sep. 30, 2022 USD ($) |
Assets: | |
Investment held in Trust Account | $ 84,645,261 |
Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Investment held in Trust Account | 84,645,261 |
Fair Value, Inputs, Level 2 [Member] | |
Assets: | |
Investment held in Trust Account | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Assets: | |
Investment held in Trust Account | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Event, Date | Nov. 15, 2022 |