QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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June 30,
2022 |
December 31,
2021
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|||||||
(Unaudited) | ||||||||
Assets
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||||||||
Cash
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$
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$ | |||||
Prepaid expenses
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|||||||
Due from related party, net
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Total current assets
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Prepaid expenses, non-current
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Marketable securities held in Trust Account
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Total Assets
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$
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$ | |||||
Liabilities and Shareholders’ Deficit
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Current liabilities:
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Accounts payable
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$ | $ | ||||||
Due to related party, net
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Total current liabilities
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Warrant liability
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Deferred underwriting discount
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Total liabilities
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Commitments
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Class A ordinary shares subject to possible redemption,
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Shareholders’ Deficit:
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Preference shares, $
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Class A ordinary shares, $
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Class B ordinary shares, $
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Additional paid-in capital
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Accumulated deficit
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(
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)
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( |
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Total shareholders’ deficit
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(
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)
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( |
) | ||||
Total Liabilities and Shareholders’ Deficit
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$
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$ |
For the Three
Months Ended
June 30, 2022
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For the Three
Months Ended
June 30, 2021
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For the Six
Months Ended
June 30, 2022
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For the Period from
January 7, 2021
(Inception) through
June 30, 2021
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|||||||||||||
Formation and operating costs
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$
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$ | $ |
$
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||||||||||
Loss from operations
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(
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)
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( |
) | ( |
) |
(
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)
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||||||||
Other income:
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||||||||||||||||
Warrant issuance costs
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(
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)
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|||||||||||||
Change in fair value of warrant liabilities
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Trust interest income
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Total Other income, net
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Net income
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$
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$ | $ |
$
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||||||||||
Basic and diluted weighted average shares outstanding, ordinary share subject to redemption
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||||||||||||||
Basic and diluted net income per share
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$
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$ | $ |
$
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||||||||||
Basic and diluted weighted average shares outstanding, ordinary share
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||||||||||||||
Basic and diluted net income per share
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$
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$ | $ |
$
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Class A
Ordinary Shares
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Class B
Ordinary Shares
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Additional
Paid-in
Capital
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Accumulated
Deficit
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Total
Shareholders’
Deficit
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||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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|||||||||||||||||||||||||
Balance – December 31, 2021
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$
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$
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$
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$
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(
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)
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$
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(
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)
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||||||||||||||
Accretion of Class A ordinary shares to redemption value
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-
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-
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(
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)
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(
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)
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|||||||||||||||||||
Net income
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-
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-
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|||||||||||||||||||||
Balance – March 31, 2022
(Unaudited)
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$
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|
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$
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$
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$
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(
|
)
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$
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(
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)
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||||||||||||||
Net income
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- | - | ||||||||||||||||||||||||||
Accretion of Class A ordinary shares to redemption value
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- | - | ( |
) | ( |
) | ||||||||||||||||||||||
Balance – June 30, 2022 (Unaudited)
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$ | $ | $ | $ | ( |
) | $ | ( |
) |
Class A Ordinary
Shares
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Class B Ordinary Shares
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Additional
Paid-in
Capital
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Accumulated
Deficit
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Total
Shareholders’
Deficit
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||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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|||||||||||||||||||||||||
Balance – January 7, 2021
(inception)
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$
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$
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$
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$
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$
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||||||||||||||||
Class B ordinary shares issued to Sponsor
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Proceeds received in excess of fair value of private placement warrants
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- | - | ||||||||||||||||||||||||||
Accretion of Class A ordinary shares to redemption value
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- | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
Net loss
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-
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-
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(
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)
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(
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)
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|||||||||||||||||||
Balance – March 31, 2021
(Unaudited)
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$
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$
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$
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$
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(
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)
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$
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(
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)
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||||||||||||||
Forfeiture of Class B ordinary shares
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- | ( |
) | ( |
) | |||||||||||||||||||||||
Net income
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- | - | ||||||||||||||||||||||||||
Balance – June 30, 2021 (Unaudited)
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$ |
$ |
$ |
$ |
( |
) | $ |
( |
) |
For the Six
Months Ended
June 30, 2022
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For the Period from
January 7, 2021
(Inception) through
June 30, 2021
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|||||||
Cash Flows from Operating Activities:
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||||||||
Net income
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$ |
$
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|||||
Adjustments to reconcile net income to net cash used in operating activities:
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||||||||
Trust interest income
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( |
) | ( |
) | ||||
Change in fair value of warrant liabilities
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( |
) |
(
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)
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||||
Warrant issuance costs
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|||||||
Changes in current assets and liabilities:
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||||||||
Prepaid expenses
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(
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)
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||||||
Accounts payable
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( |
) |
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|||||
Due from related party
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( |
) | ||||||
Due to related party
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( |
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|||||
Net cash used in operating activities
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( |
) |
(
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)
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||||
Cash Flows from Investing Activities:
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||||||||
Marketable securities held in Trust Account
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(
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)
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Net cash used in investing activities
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(
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)
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Cash Flows from Financing Activities:
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Proceeds from Initial Public Offering, net of underwriters’ fees
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Proceeds from private placement
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Proceeds from issuance of founder shares
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Repayment to promissory note to related party
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(
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)
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||||||
Payments of offering costs
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(
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)
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Net cash provided by financing activities
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Net Change in Cash
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( |
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Cash – Beginning
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Cash – Ending
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$ |
$
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|||||
Non-Cash Investing and Financing Activities:
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Deferred underwriting commissions charged to additional paid in capital
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$ |
$
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|||||
Accretion of Class A ordinary shares subject to possible redemption
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$ |
$
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|||||
Initial value of Class A ordinary shares subject to possible redemption
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$ |
$
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|||||
Initial classification of warrant liability
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$ |
$
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|||||
Deferred offering costs paid by Sponsor loan
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$ |
$
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● |
Level 1, defined as observable inputs such as quoted
prices (unadjusted) for identical instruments in active markets;
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● |
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
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● |
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.
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Gross proceeds from IPO
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$
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|
||
Less:
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||||
Proceeds allocated to
Public Warrants
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(
|
)
|
||
Class A ordinary shares
issuance costs
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(
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)
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||
Plus:
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||||
Accretion of carrying
value to redemption value
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|||
Class A ordinary shares
subject to possible redemption
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$
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For the Three Months Ended
June 30, 2022
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For the Three Months Ended
June 30, 2021
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|||||||||||||||
Class A
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Class B
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Class A |
Class B |
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Basic and diluted net income per share:
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||||||||||||||||
Numerator:
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||||||||||||||||
Allocation of
net income
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$
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$
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$ |
$ |
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Denominator:
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||||||||||||||||
Weighted-average shares outstanding
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|
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||||||||||||||
Basic and diluted net income per share
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$
|
|
$
|
|
$ |
$ |
For the Six Months Ended
June 30, 2022
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For the Period from January 7, 2021
(Inception) Through
June 30, 2021
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Class A |
Class B |
Class A
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Class B
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|||||||||||||
Basic and diluted net income per share:
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||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income
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$ |
$ |
$
|
|
$
|
|
||||||||||
Denominator:
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||||||||||||||||
Weighted-average shares outstanding
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||||||||||||||||
Basic and diluted net income per share
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$ |
$ |
$
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$
|
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● |
in whole and not in part;
|
● |
at a price of $
|
● |
upon a minimum of
|
● |
if, and only if, the closing
price of the Class A ordinary shares equals or exceeds $
|
● |
in whole and not in part;
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● |
at $
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● |
if, and only if, the closing
price of the Company’s Class A ordinary shares equals or exceeds $
|
● |
if the closing price of the Class A ordinary shares for any
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June 30, 2022
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Quoted
Prices In
Active
Markets
(Level 1)
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Significant
Other
Observable
Inputs
(Level 2)
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Significant
Other
Unobservable
Inputs
(Level 3)
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|||||||||||||
Assets:
|
||||||||||||||||
Marketable securities held in Trust Account
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$
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|
$
|
|
$
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|
$
|
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||||||||
$
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$
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$
|
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$
|
|
|||||||||
Liabilities:
|
||||||||||||||||
Warrant Liability –Public Warrants
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$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Warrant Liability – Private Placement Warrants
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
December 31,
2021
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Quoted
Prices In
Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
Marketable securities held in Trust Account
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$
|
|
$
|
|
$
|
|
$
|
|
||||||||
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
Liabilities:
|
||||||||||||||||
Warrant Liability –Public Warrants
|
$
|
|
$ |
$
|
|
$ | ||||||||||
Warrant Liability – Private Placement Warrants
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
Input
|
June 30, 2022
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December 31, 2021
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||||||
Expected term (years)
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||||||
Expected volatility
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%
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%
|
||||
Risk-free interest rate
|
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%
|
|
%
|
||||
Fair value of the ordinary share price
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$
|
|
$
|
|
June 30, 2022
|
||||
Fair value as of January 1, 2022
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$
|
|
||
Revaluation of warrant liability included in other income within the statements of operations
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(
|
)
|
||
Fair value as of March 31, 2022
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$
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|
||
Revaluation of warrant liability included in other income within the statements of operations
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( |
) | ||
Fair value as of June 30, 2022
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$ |
June 30, 2021
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||||
Fair value as of January 7, 2021 (inception)
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$
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Initial fair value of warrant liability upon issuance at IPO
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|
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Initial fair value of warrant liability upon issuance at over-allotment
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|
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Revaluation of warrant liability included in other income within the statements of operations
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(
|
)
|
||
Fair value as of March 31, 2021
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$
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|
||
Transfer out of Level 3 to Level 1
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( |
) | ||
Revaluation of warrant liability included in other income within the statements of operations
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( |
) | ||
Fair value as of June 30, 2021
|
$ |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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●
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we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;
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●
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our ability to select an appropriate target business or businesses;
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●
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our ability to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;
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●
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our expectations around the performance of a prospective target business or businesses;
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●
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;
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●
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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;
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|
●
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our potential ability to obtain additional financing to complete our initial Business Combination;
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●
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our pool of prospective target businesses;
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●
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our ability to consummate an initial Business Combination due to the uncertainty resulting from general economic and political conditions such as recessions, interest rates, international currency fluctuations and health
epidemics and pandemics (including the ongoing COVID-19 pandemic), inflation, changes in diplomatic and trade relationships and acts of war or terrorism;
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●
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the ability of our officers and directors to generate a number of potential Business Combination opportunities;
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●
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our public securities’ potential liquidity and trading;
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●
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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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●
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the trust account not being subject to claims of third parties;
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|
●
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our financial performance; and
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●
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the other risks and uncertainties discussed in “Risk Factors” and our other reports filed with the SEC, including our annual report on Form 10-K filed with the SEC on April 15, 2022 and our quarterly
report on Form 10-Q filed with the SEC on May 16, 2022.
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● |
may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares
on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
|
● |
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
|
● |
could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the
resignation or removal of our present officers and directors;
|
● |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
|
● |
may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or warrants; and
|
● |
may not result in adjustment to the exercise price of our warrants.
|
● |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
● |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver
or renegotiation of that covenant;
|
● |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
● |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
● |
our inability to pay dividends on our Class A ordinary shares;
|
● |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and
other general corporate purposes;
|
● |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
● |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
● |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who
have less debt.
|
Item 3. |
Quantitative and Qualitative Disclosure About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 3. |
Defaults Upon Senior Securities
|
Exhibit Number
|
Description
|
|
3.1 |
Amended and Restated Memorandum and Articles of Association.(1)
|
|
4.1 |
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.(1)
|
|
4.2 |
Specimen Unit Certificate.(2)
|
|
4.3 |
Specimen Class A Ordinary Share Certificate.(2)
|
|
4.4 |
Specimen Warrant Certificate.(2)
|
|
Certification of Co-Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
||
Certification of Co-Chief Executive Officer and Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Co-Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Twin Ridge Capital Acquisition Corp.
|
||
By:
|
/s/ William P. Russell, Jr.
|
|
Name:
|
William P. Russell, Jr.
|
|
Title:
|
Co-Chief Executive Officer and Chief Financial Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of Twin Ridge Capital Acquisition Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date: August 11, 2022
|
|
/s/ Sanjay K. Morey
|
|
Sanjay K. Morey
|
|
Co-Chief Executive Officer and President
|
|
(Co-Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of Twin Ridge Capital Acquisition Corp.;
|
2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: August 11, 2022
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/s/ William P. Russell, Jr.
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William P. Russell, Jr.
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Co-Chief Executive Officer and Chief Financial Officer
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(Co-Principal Executive Officer and Principal Financial and Accounting Officer)
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 11, 2022
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/s/ Sanjay K. Morey
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Name:
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Sanjay K. Morey
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Title:
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Co-Chief Executive Officer & President
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(Co-Principal Executive Officer)
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 11, 2022
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/s/ William P. Russell, Jr.
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||
Name:
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William P. Russell, Jr.
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Title:
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Co-Chief Executive Officer & Chief Financial
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Officer (Co-Principal Executive Officer and Principal
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Financial and Accounting Officer)
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ORGANIZATION AND BUSINESS OPERATIONS |
6 Months Ended |
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Jun. 30, 2022 | |
ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS |
NOTE 1. Organization and Business Operations
Organization and
General
Twin Ridge Capital Acquisition Corp.
(the “Company”) was incorporated as a Cayman Islands exempted company on January 7, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or
similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive
discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company.
The Company has selected December 31 as
its fiscal year end.
As of June 30, 2022, the Company had not
commenced any operations. All activity for the period from January 7, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the Initial
Public Offering (as defined below), the search for a prospective initial 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 on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense).
The Company’s sponsor is Twin Ridge
Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).
Financing
The registration statement for the
Company’s IPO was declared effective on March 3, 2021 (the “Effective Date”). On March 8, 2021, the Company consummated the IPO of 20,000,000
units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per
Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3.
Simultaneously with the closing of the
IPO, the Company consummated the sale of 4,933,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,400,000, which is discussed in Note 4.
Transaction costs amounted to $11,551,318 consisting of $4,000,000
of underwriting discount, $7,000,000 of deferred underwriting discount, and $551,318 of other offering costs.
The Company granted the underwriters in
the IPO a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $13,088,130, and incurred $261,764 in cash underwriting fees and $458,085 in deferred underwriting fees.
Trust Account
Following the closing of the IPO on
March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was
placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only
in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the Company’s amended and restated memorandum and
articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from
the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in
connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to
amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in
connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete
its initial Business Combination within 24 months from the closing of the IPO ( the “Combination Period” ) or (B) with respect to
any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to
applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent
completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in
the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.
Initial Business Combination
The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust
Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public
shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a
controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. There is no assurance that the Company will be
able to complete a Business Combination successfully.
The ordinary shares subject to
redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.”
If the Company has not consummated an
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
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 its taxes, if any (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 liquidation
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, liquidate and dissolve, subject in the case of
clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.The Sponsor, officers and directors have
agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 6), (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to
approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect any Founder Shares they hold if the Company fails to
consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its
initial Business Combination within the Combination Period), and (iv) vote their Founder Shares and public shares in favor of the initial Business Combination.
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 (other than the Company’s independent registered public accounting firm), or a prospective target business with which
the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00
per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to
any claims by a third party or prospective target business that 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”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently
verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to
satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Going Concern and Liquidity
As of June 30, 2022, the Company had
approximately $1.3 million in its operating bank account and working capital of approximately $0.1 million.
Prior to the completion of the Initial
Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to
cover certain offering costs, for the Founder Shares (see Note 5), and the loan under an unsecured promissory note from the Sponsor of $60,094
(see Note 5). The Company fully paid the note to the Sponsor on March 15, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the
consummation of the Private Placement not held in the Trust Account.
Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. 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 (see Note 5). To date,
there were no amounts outstanding under any Working Capital Loans.
As a result of the above, in connection
with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined
that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through March 8, 2023, the scheduled liquidation date of the Company if it does
not complete a Business Combination prior to such date. These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should
the Company be unable to continue as a going concern.
Risks
and Uncertainties
Management continues to evaluate the
impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company,
the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Note 2. Summary of Significant
Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in
U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the
information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and
results for the periods presented. Operating results for the three and six months ended June 30, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022.
The accompanying unaudited condensed financial statements should be read in
conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 15, 2022.
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, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its
periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies
from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that
apply to non- emerging 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 statement 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
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 statement, which management considered in formulating its estimate, could change in the
future. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of
three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022
and December 31, 2021.
Marketable Securities Held in Trust Account
At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds. All of the Company’s investments held in the Trust
Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust
Account are included in interest income in the accompanying statement of operations. The estimated fair value of investments held in Trust Account are determined using available market information.
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:
In some circumstances, the inputs used to measure fair value might be
categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value
measurement.
The fair value of the Company’s certain assets and liabilities, which
qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable
and accrued expenses, and due to related party are estimated to approximate the carrying values as of June 30, 2022 and December 31, 2021 due to the short maturities of such instruments.
The fair value of the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active
markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants
is classified as level 3. See Note 6 for additional information on assets and liabilities measured at fair value.
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. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this
account and management believes the Company is not exposed to significant risks on such account.
Ordinary Shares Subject to Possible Redemption
All of the 21,308,813 Class A ordinary shares
sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the
Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been
codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares has been
classified outside of permanent equity.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the
redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
As of June 30, 2022, the Class A ordinary shares
reflected on the balance sheet are reconciled in the following table:
Net Income Per Ordinary Share
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata
between the two classes of shares. The 12,210,780 potential ordinary shares for outstanding warrants to purchase the Company’s
shares were excluded from diluted earnings per share for the three and six months ended June 30, 2022 and for the three months ended June 30, 2021 and for the period from January 7, 2021 (inception) through June 30, 2021 because the warrants
are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a
reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of the ASC
340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value
basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to the shareholders’ deficit. The Company incurred offering
costs amounting to $12,271,167 as a result of the IPO consisting of a $4,261,764 underwriting fee $7,458,085 of deferred
underwriting fees and $551,318 of other offering costs. The Company recorded $11,731,323 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $539,844 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.
Warrant Liabilities
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 ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all
of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of
professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
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 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. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The initial fair value
of the Private and Public Warrants were estimated using a Monte Carlo simulation (see Note 6).
Income Taxes
The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC
740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be
derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
FASB 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. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no
unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not
aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
There is currently no taxation imposed on income by the Government of the
Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of
beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces
additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted
method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on
January 7, 2021 (inception). The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently
adopted, would have a material effect on the Company’s financial statements.
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 |
6 Months Ended | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||
INITIAL PUBLIC OFFERING [Abstract] | |||||||||||||||||||||||||
INITIAL PUBLIC OFFERING |
Note 3. Initial
Public Offering
Pursuant to the IPO on March 8, 2021,
the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and
of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or
12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.On March 10, 2021, the underwriters
partially exercised the over-allotment option to purchase 1,308,813 Units.
Following the closing of the IPO on
March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was
placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only
in direct U.S. government treasury obligations.
Public Warrants
Each whole warrant entitles the holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20
per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any
Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial
Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20
trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00
per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and
the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the
higher of the Market Value and the Newly Issued Price.
The warrants will become exercisable on
the later of one year from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years
after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company has agreed that as soon as
practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its
commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially
reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business
Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if
the Company’s Class A 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 use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration
statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective
registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another
exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by
surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the
“fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair
market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10
trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
Redemption of
warrants when the price per Class A ordinary share equals or exceeds $18.00.
Once the warrants become exercisable,
the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
Redemption of
warrants when the price per Class A ordinary share equals or exceeds $10.00.
Once the warrants become exercisable,
the Company may redeem the outstanding warrants:
|
PRIVATE PLACEMENT |
6 Months Ended |
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Jun. 30, 2022 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT |
Note 4. Private Placement
Simultaneously with the closing of the
IPO, the Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,400,000, in a private placement. The proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account.
Pursuant to the underwriters’ partial
exercise of the over-allotment option on March 10, 2021, the Sponsor purchased an additional 174,509 Private Placement Warrants.
The Private Placement Warrants
(including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees,
has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the
Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.
|
RELATED PARTY TRANSACTIONS |
6 Months Ended |
---|---|
Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS |
Note 5. Related Party Transactions
Founder Shares
On January 12, 2021, the Sponsor paid $25,000, or approximately $0.004 per
share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. Up to 750,000 Founder Shares
are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On February 23, 2021, 20,000 shares were transferred to each of the three independent directors.
On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units. As a result, 422,797 founder shares were forfeited on April 19, 2021.
In
February 2021, the Sponsor transferred its interests representing a total of 60,000 Class B ordinary shares of the Company to
three independent directors of the Company for per share consideration equal to the amount paid by the Sponsor to the Company for each founder share. Pursuant to the terms of the agreements governing these transfers, if the transferee ceases
to serve as a director of the Company prior to the completion of the Company’s initial Business Combination, the Sponsor has the option to repurchase the founder shares from such transferee for the same per share consideration paid by the
transferee for the initial transfer. The Sponsor’s option to repurchase the founder shares shall expire upon the consummation of the Company’s initial Business Combination. The sale of the founders shares to the Company’s directors is in the
scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the shares sold to
the Company’s directors was $300,490 or approximately $5.01 per share. The founders’ shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the
founders’ shares is recognized only when the performance condition is probable of occurrence. As of June 30, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no share-based compensation expense has been recognized. Share-based compensation would be recognized at the date a Business Combination is
considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of founders shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the
purchase of the founder shares.
The Sponsor, directors and executive
officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of: (A) one year after the
completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share 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 the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”).
Due from Related Parties
The balance of $1,209 as of June 30, 2022 represents the $1,600
franchise tax paid by the Company on behalf of the Sponsor, net of the $391 operating expenses paid by the Sponsor on behalf of
the Company.
Due to Related Parties
The balance of $222 as of December 31, 2021 represents operating expenses paid by the Sponsor on
behalf of the Company.
Promissory Note — Related Party
On January 12, 2021, the Sponsor agreed
to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing,
unsecured and are due at the earlier of November 30, 2021 or the closing of the IPO. During the period from January 12, 2021 through June 30, 2021, the Company had borrowed $60,094 under the promissory note. On March 15, 2021, the Company paid the promissory note in full and overpaid $15,771, which was recorded as a receivable from Sponsor on the balance sheet. The Sponsor returned the overpayment to the Company on May 10, 2021.
Working Capital Loans
In order to finance transaction costs in
connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the
Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account
would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of
the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to
the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working
Capital Loans.
Administrative Service Fee
Commencing on the date that the
Company’s securities are first listed on NYSE, the Company will reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly
fees. The Company recorded $30,000 and $60,000
for the three and six months ended June 30, 2022, respectively. The Company recorded $30,000 and $40,000 during the three months ended June 30, 2021 and for the period from January 7, 2021 (inception) through June 30, 2021, respectively.
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FAIR VALUE MEASUREMENTS |
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FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS |
NOTE 6. FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as
of June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
Initial Measurement
The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants.
The subsequent measurement of the Public Warrants at June 30, 2022 and December 31, 2021 is classified as Level 1 due to the use of an
observable market quote in an active market. As of June 30, 2022 and December 31, 2021, the aggregate value of Public Warrants was $710,294
and $4,261,763, respectively.
The estimated fair value of the Private Placement Warrants on June 30, 2022 and December 31, 2021 is determined using Level 3 inputs. Inherent
in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its ordinary shares
based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The
expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are
involved. If factors or assumptions change, the estimated fair values could be materially different.
The key inputs into the Monte Carlo simulation model for the warrant liability were as follows:
The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three and six months ended
June 30, 2022 and for the three months ended June 30, 2021 and for the period from January 7, 2021 (inception) through June 30, 2021:
|
COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
---|---|
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES |
NOTE 7. COMMITMENTS AND CONTINGENCIES
Registration and Shareholders Rights
The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans
(and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and
shareholder rights agreement signed on March 3, 2021. The holders of these securities are entitled to make up to three demands,
excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial
Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up
period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.
Underwriting Agreement
The Company granted the underwriters a 45-day
option from March 3, 2021 to purchase up to an additional 3,000,000 Units to cover over-allotments.
On March 8, 2021, the Company paid a fixed underwriting discount of $4,000,000, which was calculated as two percent (2%) of the
gross proceeds of the IPO. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross
proceeds of the IPO held in the Trust Account, or $7,000,000, upon the completion of the Company’s initial Business Combination.
On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units. The option to purchase the remaining 1,691,187
Units was unexercised and expired on April 19, 2021.
|
SHAREHOLDERS' DEFICIT |
6 Months Ended |
---|---|
Jun. 30, 2022 | |
SHAREHOLDERS' DEFICIT [Abstract] | |
SHAREHOLDERS' DEFICIT |
NOTE 8. SHAREHOLDERS’ DEFICIT
Preference shares - The Company is authorized to issue 1,000,000
preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be
determined from time to time by the Company’s board of directors. As of June 30, 2022 and December 31, 2021, there were no
preference shares issued or outstanding.
Class A Ordinary Shares - The Company is authorized to issue 500,000,000
Class A ordinary shares with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were none Class A ordinary shares issued and outstanding, excluding 21,308,813 Class A ordinary shares subject to possible redemption.
Class B Ordinary Shares - The Company is authorized to issue 50,000,000
Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. At June 30, 2022 and December 31, 2021, there were 5,327,203 Class B ordinary shares issued and outstanding. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units. As a result, 422,797
founder shares were forfeited on April 19, 2021.
Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a
vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock
exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.
The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon
conversion will not have redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders
thereof 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, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares
issued, 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, 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 Warrants
issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
|
SUBSEQUENT EVENTS |
6 Months Ended |
---|---|
Jun. 30, 2022 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS |
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited
condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in
U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the
information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and
results for the periods presented. Operating results for the three and six months ended June 30, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022.
The accompanying unaudited condensed financial statements should be read in
conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 15, 2022.
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Use of Estimates |
Use of Estimates
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 statement, which management considered in formulating its estimate, could change in the
future. Accordingly, the actual results could differ significantly from those estimates.
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Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of
three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022
and December 31, 2021.
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Marketable Securities Held in Trust Account |
Marketable Securities Held in Trust Account
At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds. All of the Company’s investments held in the Trust
Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust
Account are included in interest income in the accompanying statement of operations. The estimated fair value of investments held in Trust Account are determined using available market information.
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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:
In some circumstances, the inputs used to measure fair value might be
categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value
measurement.
The fair value of the Company’s certain assets and liabilities, which
qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable
and accrued expenses, and due to related party are estimated to approximate the carrying values as of June 30, 2022 and December 31, 2021 due to the short maturities of such instruments.
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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. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this
account and management believes the Company is not exposed to significant risks on such account.
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Ordinary Shares Subject to Possible Redemption |
Ordinary Shares Subject to Possible Redemption
All of the 21,308,813 Class A ordinary shares
sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the
Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been
codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares has been
classified outside of permanent equity.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the
redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
As of June 30, 2022, the Class A ordinary shares
reflected on the balance sheet are reconciled in the following table:
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Net Income Per Ordinary Share |
Net Income Per Ordinary Share
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata
between the two classes of shares. The 12,210,780 potential ordinary shares for outstanding warrants to purchase the Company’s
shares were excluded from diluted earnings per share for the three and six months ended June 30, 2022 and for the three months ended June 30, 2021 and for the period from January 7, 2021 (inception) through June 30, 2021 because the warrants
are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a
reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:
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Offering Costs associated with the Initial Public Offering |
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of the ASC
340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value
basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to the shareholders’ deficit. The Company incurred offering
costs amounting to $12,271,167 as a result of the IPO consisting of a $4,261,764 underwriting fee $7,458,085 of deferred
underwriting fees and $551,318 of other offering costs. The Company recorded $11,731,323 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $539,844 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.
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Warrant Liabilities |
Warrant Liabilities
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 ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all
of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of
professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
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 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. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The initial fair value
of the Private and Public Warrants were estimated using a Monte Carlo simulation (see Note 6).
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Income Taxes |
Income Taxes
The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC
740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be
derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
FASB 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. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no
unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not
aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
There is currently no taxation imposed on income by the Government of the
Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
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Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of
beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces
additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted
method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on
January 7, 2021 (inception). The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently
adopted, would have a material effect on the Company’s financial statements.
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.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Common Stock Subject to Possible Redemption |
As of June 30, 2022, the Class A ordinary shares
reflected on the balance sheet are reconciled in the following table:
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Basic and Diluted Net Income Per Ordinary Share | The table below presents a
reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:
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FAIR VALUE MEASUREMENTS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis |
The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as
of June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
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Fair Value Measurement Inputs |
The key inputs into the Monte Carlo simulation model for the warrant liability were as follows:
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Change in Fair Value of Warrant Liabilities |
The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three and six months ended
June 30, 2022 and for the three months ended June 30, 2021 and for the period from January 7, 2021 (inception) through June 30, 2021:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($) |
Mar. 08, 2021 |
Jun. 30, 2022 |
---|---|---|
Offering Costs [Abstract] | ||
Offering costs | $ 11,551,318 | $ 12,271,167 |
Underwriting fees | 4,000,000 | 4,261,764 |
Deferred underwriting fees | 7,000,000 | 7,458,085 |
Other Offering Costs | 551,318 | $ 551,318 |
Offering costs included in Equity | 11,731,323 | |
Offering costs allocated to issuance of warrants | $ 539,844 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
PRIVATE PLACEMENT (Details) - USD ($) |
6 Months Ended | ||
---|---|---|---|
Mar. 10, 2021 |
Mar. 08, 2021 |
Jun. 30, 2022 |
|
Private Placement Warrants [Abstract] | |||
Period for warrants to become exercisable | 30 days | ||
Private Placement Warrant [Member] | |||
Private Placement Warrants [Abstract] | |||
Period for warrants to become exercisable | 30 days | ||
Private Placement [Member] | Private Placement Warrant [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 4,933,333 | ||
Share price (in dollars per share) | $ 1.50 | ||
Gross proceeds from issuance of warrants | $ 7,400,000 | ||
Over-Allotment Option [Member] | |||
Private Placement Warrants [Abstract] | |||
Share price (in dollars per share) | $ 10.00 | ||
Units issued (in shares) | 1,308,813 | ||
Over-Allotment Option [Member] | Private Placement Warrant [Member] | |||
Private Placement Warrants [Abstract] | |||
Units issued (in shares) | 174,509 |
RELATED PARTY TRANSACTIONS, Due From/To Related Parties (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2022 |
Dec. 31, 2021 |
|
Due to Related Parties [Abstract] | ||
Due from related party, net | $ 1,209 | $ 0 |
Due to related party, net | 0 | 222 |
Franchise Tax [Member] | ||
Due to Related Parties [Abstract] | ||
Due from related party, net | 1,209 | |
Operating Expenses [Member] | ||
Due to Related Parties [Abstract] | ||
Related party transaction | 391 | |
Due to related party, net | $ 222 | |
Sponsor [Member] | Franchise Tax [Member] | ||
Due to Related Parties [Abstract] | ||
Related party transaction | $ 1,600 |
RELATED PARTY TRANSACTIONS, Promissory Note (Details) - USD ($) |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2022 |
Dec. 31, 2021 |
Jan. 12, 2021 |
|
Related Party Transactions [Abstract] | |||
Receivable from Sponsor | $ 1,209 | $ 0 | |
Sponsor [Member] | Promissory Note [Member] | |||
Related Party Transactions [Abstract] | |||
Amount agreed to loan | $ 300,000 | ||
Proceeds from sponsor | 60,094 | ||
Receivable from Sponsor | $ 15,771 |
RELATED PARTY TRANSACTIONS, Working Capital Loans (Details) - Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2022 |
Dec. 31, 2021 |
|
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Borrowings outstanding | $ 0 | |
Working Capital Loans [Member] | ||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Conversion Price, Price per Share (in dollars per share) | $ 1.50 | |
Borrowings outstanding | $ 0 | $ 0 |
Working Capital Loans [Member] | Maximum [Member] | ||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 |
RELATED PARTY TRANSACTIONS, Administrative Service Fee (Details) - Sponsor [Member] - Administrative Support Agreement [Member] - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 10,000 | |||
Related party expense | $ 30,000 | $ 30,000 | $ 60,000 | $ 40,000 |
FAIR VALUE MEASUREMENTS, Inputs for Warrant Liability (Details) |
Jun. 30, 2022
USD ($)
$ / shares
|
Dec. 31, 2021
USD ($)
$ / shares
|
---|---|---|
Fair Value Measurements [Abstract] | ||
Expected term | 5 years | |
Expected Dividend Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ | 0 | 0 |
Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Expected term | 5 years 8 months 1 day | 6 years 5 months 23 days |
Warrants [Member] | Expected Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0850 | 0.1240 |
Warrants [Member] | Risk-free Interest Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0302 | 0.0140 |
Warrants [Member] | Fair Value of the Ordinary Share Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 9.81 | $ 9.69 |
COMMITMENTS AND CONTINGENCIES, Registration and Shareholders Rights (Details) |
6 Months Ended |
---|---|
Jun. 30, 2022
Demand
| |
Registration and Shareholders Rights [Abstract] | |
Period for warrants to become exercisable | 30 days |
Maximum [Member] | |
Registration and Shareholders Rights [Abstract] | |
Number of demands eligible security holder can make | 3 |
Period for warrants to become exercisable | 12 months |
COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) - USD ($) |
6 Months Ended | |||
---|---|---|---|---|
Mar. 10, 2021 |
Mar. 08, 2021 |
Jun. 30, 2022 |
Mar. 31, 2022 |
|
Underwriting Agreement [Abstract] | ||||
Number of days to exercise over-allotment option | 45 days | |||
Additional Units that can be purchased to cover over-allotments (in shares) | 3,000,000 | |||
Underwriting discount | $ 4,000,000 | $ 4,261,764 | ||
Deferred underwriting discount | 7,000,000 | $ 7,458,085 | ||
Initial Public Offering [Member] | ||||
Underwriting Agreement [Abstract] | ||||
Underwriting discount | $ 4,000,000 | |||
Cash underwriting discount | 2.00% | |||
Deferred underwriting discount | 3.50% | |||
Deferred underwriting discount | $ 7,000,000 | |||
Over-Allotment Option [Member] | ||||
Underwriting Agreement [Abstract] | ||||
Underwriting discount | $ 261,764 | |||
Deferred underwriting discount | $ 458,085 | |||
Units issued (in shares) | 1,308,813 | |||
Units expired (in shares) | 1,691,187 | |||
Over-Allotment Option [Member] | Maximum [Member] | ||||
Underwriting Agreement [Abstract] | ||||
Units issued (in shares) | 1,308,813 | 3,000,000 |
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