QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page |
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3 |
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3 |
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3 |
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4 |
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5 |
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6 |
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7 |
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20 |
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25 |
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25 |
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25 |
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25 |
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25 |
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25 |
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26 |
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26 |
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27 |
March 31, 2022 |
December 31, 2021 |
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(Unaudited) |
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Assets |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid Insurance |
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Total current assets |
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Cash and cash equivalents held in Trust Account |
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Other assets |
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Total assets |
$ | $ | ||||||
Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ Deficit |
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Current liabilities |
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Accounts payable |
$ | $ | ||||||
Due to related party |
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Total current liabilities |
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Deferred underwriting commissions |
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Total liabilities |
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Commitments and Contingencies |
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Class A ordinary shares, |
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Shareholders’ Deficit |
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Preferred 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 |
( |
) | ( |
) | ||||
Total shareholders’ deficit |
( |
) | ( |
) | ||||
Total liabilities, redeemable Class A ordinary shares and shareholders’ deficit |
$ | $ | ||||||
For the three |
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months ended |
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March 31, 2022 |
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(Unaudited) |
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Operating and Formation Costs |
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General and administrative expenses |
$ | |||
Administrative expenses - related party |
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|
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Loss from operations |
( |
) | ||
|
|
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Interest Income |
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Net loss |
$ | ( |
) | |
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Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares |
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|
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Basic and diluted net loss per share, Class A redeemable ordinary shares |
$ | |||
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|
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Basic and diluted weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares |
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Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares |
$ | ( |
) | |
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|
Class A |
Class B |
Additional |
Total |
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Ordinary Shares |
Ordinary Shares |
Paid-in |
Accumulated |
Shareholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance at December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance at March 31, 2022 (Unadudited) |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
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For the three |
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months ended |
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March 31, 2022 |
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(Unaudited) |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Net gain from investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
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Accounts payable and due to related party |
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Other assets |
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Net cash used in operating activities |
( |
) | ||
NET CHANGE IN CASH |
( |
) | ||
CASH, BEGINNING OF PERIOD |
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CASH, END OF PERIOD |
$ | |||
• | Initial shareholders have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within 15 months (or any Extension Period) from the closing of the Initial Public Offering. Initial shareholders have also agreed (A) that they will not propose any amendment to our amended and restated memorandum and articles of association that would modify the substance or timing of our obligation to allow redemption in connection with a Business Combination or to redeem |
• | the Founder Shares are entitled to registration rights; |
• | the Founder Shares will be automatically convertible into our Class A ordinary shares at the time of a Business Combination. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported closing price of the Company’s shares of ordinary share equals or exceeds $ |
• | if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the |
Description |
Level |
Quoted Prices in Active Markets |
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Assets: |
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Cash and cash equivalents held in trust account |
1 | $ |
Description |
Level |
Quoted Prices in Active Markets |
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Assets: |
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Cash and cash equivalents held in trust account |
1 | $ |
* | Filed herewith. |
Date: May 16, 2022 | By: | /s/ Thong Q. Le | ||||
Name: | Thong Q. Le | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: May 16, 2022 | By: | /s/ Ian A.W. Howes | ||||
Name: | Ian A. W. Howes | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |