UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from _______ to _______
Commission File Number
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 22, 2022, there were
ARIES I ACQUISITION CORPORATION
TABLE OF CONTENTS
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Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 | 2 | |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 | |
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1
PART 1 – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
ARIES I ACQUISITION CORPORATION
CONDENSED BALANCE SHEETS
June 30, 2022 | December 31, 2021 | |||||
(Unaudited) |
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ASSETS |
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Current assets: | ||||||
Cash | $ | | $ | | ||
Prepaid expenses | | | ||||
Total current assets | | | ||||
Investments held in Trust Account | | | ||||
Total Assets | $ | | $ | | ||
LIABILITIES AND SHAREHOLDER’S DEFICIT |
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Current liabilities: | ||||||
Accounts payable and accrued expenses | $ | | $ | | ||
Promissory notes - related party | | — | ||||
Total current liabilities | | | ||||
Warrant liabilities | |
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Deferred underwriting fee payable | | | ||||
Total Liabilities | | | ||||
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Commitments (Note 7) |
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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, $ | — | — | ||||
Class B ordinary shares, $ | | | ||||
Additional paid-in capital | — | — | ||||
Accumulated deficit | ( | ( | ||||
Total Shareholders’ Deficit | ( | ( | ||||
Total Liabilities and Shareholders’ Deficit | $ | | $ | | ||
The accompanying notes are an integral part of the unaudited condensed financial statements.
2
ARIES I ACQUISITION CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the | For the | For the Period from | ||||||||||
Three Months Ended | Three Months Ended | For the Six | January 15, 2021 | |||||||||
June 30, | June 30, | Months Ended | (inception) through | |||||||||
| 2022 |
| 2021 |
| June 30, 2022 |
| June 30, 2021 | |||||
Operating and formation costs | $ | | $ | | $ | | $ | | ||||
Expensed offering costs | — | | — | | ||||||||
Loss from operations | ( | ( | ( | ( | ||||||||
Dividend income on Trust Account | | | | | ||||||||
Gain (loss) on change in fair value of warrant liabilities | | ( | | ( | ||||||||
Gain on waiver of deferred underwriting commissions by underwriter | | — | | — | ||||||||
Net income (loss) | $ | | $ | ( | $ | | $ | ( | ||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | | | | | ||||||||
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption | | ( | | ( | ||||||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares not subject to possible redemption |
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Basic and diluted net income (loss) per share, Class B ordinary shares not subject to possible redemption | | ( | | ( | ||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
3
ARIES I ACQUISITION CORPORATION
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
For the Three and Six Months Ended June 30, 2022
Ordinary Shares | |||||||||||||||||||
Additional | Total | ||||||||||||||||||
Class A | Class B | Paid-in | Accumulated | Shareholders’ | |||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | ||||||
Balance at January 1, 2022 | — | $ | — | | $ | | $ | — | $ | ( | $ | ( | |||||||
Re-measurement of Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ( | ||||||||||||
Net income |
| — |
| — | — | — |
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Balance at March 31, 2022 (As Restated)(3) | — | $ | — | | $ | | $ | — | $ | ( | $ | ( | |||||||
Re-measurement of Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ( | ||||||||||||
Waiver of deferred underwriting commissions by underwriter (see Note 7) | — | — | — | — | — | | | ||||||||||||
Net income |
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Balance at June 30, 2022 |
| — | $ | — | | $ | | $ | — | $ | ( | $ | ( | ||||||
For the Three Months Ended June 30, 2021 and For the Period from January 15, 2021 (inception) through June 30, 2021
Ordinary Shares | |||||||||||||||||||
Additional | Total | ||||||||||||||||||
Class A | Class B | Paid-in | Accumulated | Shareholders’ | |||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Equity (Deficit) | ||||||
Balance at January 15, 2021 (inception) | | $ | | | $ | | $ | | $ | | $ | | |||||||
Issuance of Class B ordinary shares to Sponsor(1)(2) | — | — | | | | — | | ||||||||||||
Fair value of Founders Shares transferred to Anchor Investors | — | — | — | — | | — | | ||||||||||||
Net loss | — | — | — | — | — | ( | ( | ||||||||||||
Balance at March 31, 2021 | — | — | | | | ( | | ||||||||||||
Excess of cash received over fair value of Private Placement Warrants | — | — | — | — | | | |||||||||||||
Re-measurement of Class A ordinary shares to redemption amount | — | — | — | — | ( | ( | ( | ||||||||||||
Net loss |
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Balance at June 30, 2021 |
| — | $ | — | | $ | | $ | — | $ | ( | $ | ( | ||||||
(1
(2)
(3)As restated due to the review of accounting for complex financial instruments (see Note 2).
The accompanying notes are an integral part of the unaudited condensed financial statements.
4
ARIES I ACQUISITION CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Period | ||||||
from January | ||||||
For the Six | 15, 2021 | |||||
Months Ended | (inception) through | |||||
| June 30, 2022 |
| June 30, 2021 | |||
Cash Flows from Operating Activities: |
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Net income (loss) | $ | | $ | ( | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Expensed offering costs | — | | ||||
Dividend income on Trust Account | ( | ( | ||||
(Gain) loss on change in fair value of warrant liabilities | ( | | ||||
Gain on waiver of deferred underwriting commissions by underwriter | ( | — | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | | ( | ||||
Accounts payable and accrued expenses | | | ||||
Net cash used in operating activities |
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Cash Flows from Investing Activities: | ||||||
Cash deposited into Trust Account | ( | ( | ||||
Net cash used in investing activities | ( | ( | ||||
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Cash Flows from Financing Activities: |
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Proceeds from promissory notes - related party |
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Repayment of promissory notes - related party | — | ( | ||||
Proceeds from initial public offering, net of underwriter’s discount paid | — |
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Proceeds from sale of Private Placement Warrants | — |
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Payment of offering costs | — | ( | ||||
Net cash provided by financing activities | | | ||||
Net Change in Cash | ( | | ||||
Cash - Beginning of Period | | — | ||||
Cash - End of Period | $ | | $ | | ||
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Supplemental disclosures of non-cash investing and financing activities: |
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Deferred underwriting fee payable | $ | — | $ | | ||
Fair value of Founders Shares transferred to Anchor Investors | $ | — | $ | | ||
Offering costs in exchange for Class B ordinary shares | $ | — | $ | | ||
Deferred offering costs included in accrued offering costs | $ | — | $ | | ||
Re-measurement of Class A ordinary shares subject to redemption to redemption value | $ | | $ | | ||
Waiver of deferred underwriting commissions by underwriter | $ | | $ | — | ||
The accompanying notes are an integral part of the unaudited condensed financial statements.
5
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aries I Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on January 15, 2021. The Company was formed for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of June 30, 2022, the Company had not commenced any operations. All activity for the period January 1, 2022 through June 30, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering.
The registration statement for the Initial Public Offering was declared effective on May 18, 2021. On May 21, 2021, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
Following the closing of the Initial Public Offering on May 21, 2021, an amount of $
Transaction costs related to the issuances described above amounted to $
The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($
6
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $
Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
The Sponsor has agreed to waive (a) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of an initial Business Combination, (b) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem
The Company has until September 21, 2022 (or August 21, 2023 if the Company extends the period to the maximum extent possible) to complete a Business Combination (the “Combination Period”). On May 13, 2022, the Company notified the trustee of the Trust Account that it was extending the time available to the Company to consummate a Business Combination from May 21, 2022 to August 21, 2022. Pursuant to the terms of the trust agreement, the Company’s sponsor, Aries Acquisition Partners, Ltd., deposited an aggregate of $
7
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
As approved by its shareholders at an extraordinary general meeting of shareholders held on August 12, 2022 (the “Meeting”), on August 15, 2022, Company entered into an amendment (the “Trust Amendment”) to the investment management trust agreement, dated as of May 18, 2021, with Continental Stock Transfer & Trust Company (the “Trust Agreement”). Pursuant to the Trust Amendment, (1) the Company has the right to extend the Combination Period up to twelve (
On August 16, 2022, the Company notified the trustee of the Company’s Trust Account that it was extending the time available to the Company to consummate its initial Business Combination from August 21, 2022 to September 21, 2022. Pursuant to the terms of the Company’s Trust Agreement, on August 17, 2022, in connection with the extension, the Sponsor deposited an aggregate of $
If the Company completes a Business Combination by September 21, 2022 (or by October 21, 2022, or by the 21st day of each of the immediately succeeding ten (10) calendar months, to the extent that, prior to each such date, the Company exercises an additional
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $
Business Combination Agreement
On December 13, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Aries, Aries I Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Aries (“Merger Sub”), and Infinite Assets, Inc., a Delaware corporation (“Infinite”). In accordance with the terms and subject to the conditions of the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), each issued and outstanding share of common stock of Infinite will automatically be converted into a number of shares of Class A common stock of New Infinite (as defined below) equal to an exchange ratio (the “Exchange Ratio”) determined by dividing (A) the quotient of (x) $
8
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
shares of Class A common stock of Infinite outstanding immediately prior to the Closing (after giving effect to the conversion of certain outstanding promissory notes) by (B) $
On July 20, 2022, the parties to the Merger Agreement entered into the First Amendment to the Merger Agreement (the “Amendment”) pursuant to which, among other things, the parties agreed to (i) amend the termination date from November 21, 2022 to August 21, 2023 if, on or prior to August 21, 2022, the Company effectuates an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which it must consummate a business combination and (ii) amend the definition of Company Equity Value from $
In addition, the holders of Class A common stock of Infinite immediately prior to the Closing will have the right to receive a pro-rata share of up to
Going Concern
As of June 30, 2022, the Company had $
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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, and/or search for a target company, the specific impact is not readily determinable as of the date of the accompanying condensed financial statements and such condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
9
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.
NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
In accordance with 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. The Company concluded that a restatement was required to be made to the unaudited financial statements as of March 31, 2022 to adjust the balance of the Public Shares within temporary equity to a value of $
The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.
The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:
March 31, 2022 | |||||||||
As Previously | |||||||||
| Reported |
| Adjustments |
| As Restated | ||||
Condensed Balance Sheet (unaudited) | |||||||||
Class A ordinary shares subject to possible redemption, | $ | | $ | | $ | | |||
Accumulated deficit | $ | ( | $ | ( | $ | ( | |||
Total Shareholders' Deficit | $ | ( | $ | ( | $ | ( | |||
Condensed Statement of Changes in Shareholders' Deficit for the Three Months Ended March 31, 2022 (unaudited) | |||||||||
Accumulated Deficit | $ | ( | $ | ( | $ | ( | |||
Total Shareholders' Deficit | $ | ( | $ | ( | $ | ( | |||
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 31, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
10
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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
Investments Held in Trust Account
As of June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities.
Class A Ordinary Shares Subject to Possible Redemption
All of the
11
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
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. The redemption value of the redeemable ordinary shares as of June 30, 2022 increased in connection with income earned on the Trust Account and the deposit of the First Extension Payment into the Trust Account by the Sponsor. As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $
As of June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table:
Allocated Fair Value of Proceeds |
| $ | |
Less: |
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Issuance costs allocated to Class A ordinary shares |
| ( | |
Plus: |
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Re-measurement of carrying value to redemption value |
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Class A ordinary shares subject to possible redemption as of December 31, 2021 | | ||
Re-measurement of carrying value to redemption value | | ||
Class A ordinary shares subject to possible redemption as of March 31, 2022 (As Restated) | | ||
Re-measurement of carrying value to redemption value | | ||
Class A ordinary shares subject to possible redemption as of June 30, 2022 | $ | |
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 and ASC Topic 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 statements of operations. The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, the Public Warrants (as defined in Note 4) and the Private Placement Warrants are recorded as a liability. The initial fair value of the Public Warrants was estimated using a Modified Monte Carlo simulation approach and the fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model (see Note 10).
Forward Purchase Agreement
The Company accounts for the Forward Purchase Agreement (“FPA”) as an equity instrument indexed to the Company’s own ordinary shares based on an assessment of the specific terms of the FPA and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the FPA is a freestanding financial instrument pursuant to ASC 480 and meets the definition of a derivative asset or liability pursuant to ASC 480. Given that the ordinary shares included in the FPA do not contain any provisions which would preclude equity classification, such shares are classified in equity.
12
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs (“ASC 340”) and SEC Staff Accounting Bulletin 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 Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $
The Company was reimbursed $
Income Taxes
The Company accounts for income taxes under ASC Topic 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.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in an interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on February 5, 2021, the evaluation was performed for the upcoming 2022 tax year which will be the only period subject to examination.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
Net Income (Loss) Per Ordinary Share
Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net income (loss) per share. As a result, the calculated net income (loss) per share is the same for Class A and Class B ordinary shares. As of June 30, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic loss per share for the periods presented.
13
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
For the Period from | ||||||||||||||||||||||||
January 15, 2021 | ||||||||||||||||||||||||
For the Three Months | For the Three Months | For the Six Months | (inception) through June | |||||||||||||||||||||
Ended June 30, 2022 | Ended June 30, 2021 | Ended June 30, 2022 | 30, 2021 | |||||||||||||||||||||
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Basic and diluted net income (loss) per share: |
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Net income (loss) | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | ( | $ | ( | ||||||||
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per ordinary share | | | ( | ( | | | ( | ( | ||||||||||||||||
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 $
Fair Value of Financial Instruments
The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
The carrying amounts reflected in the balance sheet for cash, prepaid expenses, and accounts payable and accrued expenses approximate fair value due to their short-term nature.
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
See Note 10 for additional information on assets and liabilities measured at fair value.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
14
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
NOTE 4. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold
NOTE 5. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
On January 26, 2021, the Sponsor paid an aggregate of $
The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i)
A total of
Each anchor investor has entered into separate a subscription agreement (the “Subscription Agreements”) with the Sponsor pursuant to which each anchor investor agreed to purchase a specified amount of shares of the Sponsor (the “Sponsor Shares”).
The Company estimated the fair value of the Sponsor Shares purchased by the anchor investors to be $
15
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
Promissory Notes — Related Party
On January 20, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $
Sponsor Loan Commitment
On November 15, 2021, the Company received a commitment from the Sponsor. The commitment provides for loans from the Sponsor to fund the Company’s working capital requirements. The Company may receive loans up to an aggregate of $
On April 8, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Second Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $
On June 30, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Third Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $
Extension Loans
On May 19, 2022, the Company entered into the Extension Loan (see Note 1). The Extension Loan is non-interest bearing and payable on the earlier of: (i) the date on which the Company consummates a Business Combination or (ii) the date on which the liquidation of the Trust Account is effective. As of June 30, 2022 and December 31, 2021, the Company owed $
On August 16, 2022, the Company entered into the Second Extension Loan (see Note 1). The Second Extension Loan is non-interest bearing and payable on the earlier of: (i) the date on which the Company consummates a Business Combination or (ii) the date on which the liquidation of the Trust Account is effective. If the Company completes a Business Combination, the Company would repay the Second Extension Loan out of proceeds of the Trust Account released to the Company. 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 such loaned amounts but no proceeds from Trust Account would be used for such repayment.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. 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 such loaned amounts but no proceeds from Trust Account would be used for such repayment. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to
16
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
Forward Purchase Agreement
On May 18, 2021, the Company entered into a forward purchase agreement with Terra Carta Partners, LLC (“Terra Carta Partners”), which is affiliated with the Sponsor, pursuant to which Terra Carta Partners has agreed to purchase up to $
NOTE 7. COMMITMENTS
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and 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 issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to
Underwriting Agreement
The Company granted the underwriters a -day option to purchase up to
The underwriters were paid a cash underwriting discount of $
Deferred Legal Fees
During the six months ended June 30, 2022 and for the period from January 15, 2021 (inception through December 31, 2021, the Company incurred legal fees in connection with its prospective initial business combination. A portion of the fees in connection with the services rendered as of June 30, 2022 and December 31, 2021 were contingent upon the closing of a business combination and therefore included in accounts payable and accrued expenses on the accompanying condensed balance sheet. As of June 30, 2022 and December 31, 2021, these fees were $
17
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
NOTE 8. WARRANTS
Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a)
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable, but in no event later than (15) business days after the closing of an initial Business Combination, the Company will use its best 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 best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the (60th) business day after the closing of an 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. Notwithstanding the above, if 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, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon not less than |
| ● | if, and only if, the closing price of the ordinary shares equals or exceeds $ |
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the
18
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
Redemption of warrants when the price per Class A ordinary share equals or exceeds $
| ● | in whole and not in part; |
| ● | at $ |
| ● | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
| ● | if the closing price of the Class A ordinary shares for any |
The value of the Company’s Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares as reported during the
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $
The Private Placement Warrants are identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or salable until
19
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
As of June 30, 2022 and December 31, 2021, there were
The accounting treatment of derivative financial instruments require that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
NOTE 9. SHAREHOLDERS’ DEFICIT
Preference shares — The Company is authorized to issue
Class A ordinary shares — The Company is authorized to issue
Class B ordinary shares — The Company is authorized to issue
Ordinary shareholders of record are entitled to
The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of an initial Business Combination on a
20
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
NOTE 10. FAIR VALUE MEASUREMENT
The following table presents information about the Company’s financial assets that are 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 inputs the Company utilized to determine such fair value:
Amount at | ||||||||||||
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| Fair Value |
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June 30, 2022 | ||||||||||||
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U.S. Treasury Securities | $ | | $ | | $ | — | $ | — | ||||
Liabilities | ||||||||||||
Warrant liability - Public Warrants | $ | | $ | | $ | — | $ | — | ||||
Warrant liability - Private Placement Warrants | $ | | $ | — | $ | — | $ | | ||||
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Warrant liability - Private Placement Warrants | $ | | $ | — | $ | — | $ | | ||||
The Company utilized a Modified Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of 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 under the ticker RAMMW. The quoted price of the Public Warrants was $
The Company utilizes a Modified Black-Scholes simulation model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in a Modified Black-Scholes simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
Transfers to/from Levels , , and are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of June 30, 2022 and December 31, 2021 after the Public Warrants were separately listed and traded.
The following table provides the significant inputs to the Modified Black-Scholes method for the fair value of the Private Placement Warrants:
| At June 30, 2022 |
| At December 31, 2021 |
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Stock price | $ | | $ | | |||
Exercise price | $ | | $ | | |||
Dividend yield |
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Expected term (in years) |
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Volatility |
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21
ARIES I ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
The following table presents the changes in the fair value of warrant liabilities:
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| Public | Liabilities | |||||
Fair value at January 1, 2022 | $ | | $ | | $ | | |||
Change in fair value | ( | ( | ( | ||||||
Fair value at March 31, 2022 | | | | ||||||
Change in fair value | ( | ( | ( | ||||||
Fair value at June 30, 2022 | $ | | $ | | $ | | |||
The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:
Fair value as of January 1, 2022 |
| $ | |
Change in fair value |
| ( | |
Fair value as of March 31, 2022 | | ||
Change in fair value | ( | ||
Fair value as of June 30, 2022 | $ | |
The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described in Note 1 as related to the extension of the Combination Period and Note 6 as related to the Second Extension Loan, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.
As approved at the Meeting of the Company the Company entered into the Trust Amendment on August 15, 2022. Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination up to twelve (
As approved at the Meeting of the Company, on August 12, 2022 the Company adopted the Charter Amendment, giving the Company the right to extend the date by which it has to complete a business combination up to twelve (
In connection with a shareholders’ vote at the Meeting on August 12, 2022,
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Aries I Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Aries Acquisition Partners, Ltd. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated on January 15, 2021 as a Cayman Islands exempted company and formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our “initial business combination”. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (the “Initial Public Offering”) and the private placement of the Private Placement Warrants (as defined below), the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period January 1, 2022 through June 30, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after the Initial Public Offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2022, we had net income of $2,351,732, which resulted from a gain on the change in fair value of warrant liabilities of $2,542,213, a gain on the waiver of deferred underwriting commissions by the underwriter of $198,671, and dividend income on the Trust Account of $197,015, offset in part by operating and formation costs of $586,167.
For the three months ended June 30, 2021, we had net loss of $3,183,001, which resulted from a loss on the change in fair value of warrant liabilities of $2,517,062, expensed offering costs of $370,413, and operating and formation costs of $296,396, offset in part by dividend income on the Trust Account of $870.
23
For the six months ended June 30, 2022, we had net income of $6,064,146, which resulted from a gain on the change in fair value of warrant liabilities of $6,959,650, a gain on the waiver of deferred underwriting commission by the underwriter of $198,671, and dividend income on the Trust Account of $211,636, offset in part by operating and formation costs of $1,305,811.
For the period from January 15, 2021 (inception) through June 30, 2021, we had a net loss of $3,195,412, which resulted from a loss on the change in fair value of warrant liabilities of $2,517,062, expensed offering costs of $370,413, and operating and formation costs of $308,807, offset in part by interest income on the Trust Account of $870.
Liquidity, Capital Resources and Going Concern
On May 21, 2021, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 1,875,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $143,750,000. Simultaneously with the closing of the Initial Public Offering, we completed the private sale of 4,456,250 warrants to Aries Acquisition Partners, Ltd. at a purchase price of $1.00 per warrant (the “Private Placement Warrants”), generating gross proceeds of $4,456,250. A total of $146,768,750 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”).
For the six months ended June 30, 2022, net cash used in operating activities was $570,511, which was due to non-cash adjustments to net income related to the gain on the change in fair value of warrant liabilities of $6,959,650, dividend income on investments held in the Trust Account of $211,636, and non-cash adjustments to net income related to the gain on the waiver of deferred underwriting commissions by the underwriter of $198,671 partially offset by our net income of $6,064,146 and changes in working capital of $735,300.
For the period from January 15, 2021 (inception) through June 30, 2021, net cash used in operating activities was $591,657, which was due to our net loss of $3,195,412, changes in working capital of $282,850, and non-cash adjustments to net loss related to interest income on investments held in the Trust Account of $870, partially offset by non-cash adjustments to net loss related to the loss on the change in fair value of warrant liabilities of $2,517,062 and expensed offering costs of $370,413.
For the six months ended June 30, 2022, net cash used in investing activities was $1,078,125, which resulted fully from cash deposited into the Trust Account.
For the period from January 15, 2021 (inception) through June 30, 2021, net cash used in investing activities was $145,187,500, which resulted fully from cash deposited into the Trust Account.
For the six months ended June 30, 2022, net cash provided by financing activities was $1,403,125, which resulted fully from proceeds from promissory notes with our Sponsor.
For the period from January 15, 2021 (inception) through June 30, 2021, net cash provided by financing activities was $147,059,503, which resulted from $143,031,250 in proceeds from the issuance of Units in the Initial Public Offering net of underwriter’s discount paid, $4,456,250 in proceeds from the issuance of warrants in a private placement, and proceeds from the issuance of a promissory note to our Sponsor of $129,886, offset in part by the payment of offering costs of $427,997 associated with the Initial Public Offering and repayment of the outstanding balance on the promissory note to our Sponsor of $129,886.
As of June 30, 2022, the Company had $10,741 in cash held outside of the Trust Account and a working capital deficit of $2,558,463. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with our assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, pursuant to our Amended and Restated Certificate of Incorporation, we have until September 21, 2022 (or August 21, 2023 if the Company extends the period to the maximum extent possible) to consummate a business combination. If a business combination is not consummated by this date, as it may be extended, there will be a mandatory liquidation and subsequent dissolution of the Company.
24
On May 13, 2022, the Company notified the trustee of the Trust Account that it was extending the time available to the Company to consummate a Business Combination from May 21, 2022 to August 21, 2022. Pursuant to the terms of the trust agreement, the Company’s sponsor, Aries Acquisition Partners, Ltd., deposited an aggregate of $1,078,125 (the “First Extension Payment”) into the Company’s operating account on May 19, 2022, on behalf of the Company. The funds from the First Extension Payment were then immediately transferred from the operating account into the Trust Account. This deposit was made in respect of a non-interest bearing loan by the Sponsor to the Company (the “Extension Loan”).
As approved by its shareholders at an extraordinary general meeting of shareholders held on August 12, 2022 (the “Meeting”), on August 15, 2022, Company entered into an amendment (the “Trust Amendment”) to the investment management trust agreement, dated as of May 18, 2021, with Continental Stock Transfer & Trust Company (the “Trust Agreement”). Pursuant to the Trust Amendment, (1) the Company has the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from August 21, 2022 to August 21, 2023 by depositing into the Trust Account, for each one-month extension, the lesser of (a) $120,000 and (b) $0.035 for each Class A ordinary share outstanding after giving effect to the Redemption (as defined below) and (2) the Company is required to hold the assets solely in cash from and after the effectiveness of the Trust Amendment. As approved by its stockholders at the Meeting on August 12, 2022, the Company adopted its Second Amended and Restated Articles of Association on August 12, 2022 (the “Charter Amendment”), giving the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from August 21, 2022 to August 21, 2023. In connection with the shareholders’ vote at the Meeting, 12,078,942 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $123.3 million (approximately $10.21 per share) will be removed from the Trust Account to pay such holders and approximately $23.4 million will remain in the Trust Account. Following the aforementioned redemptions, the Company will have 5,889,808 ordinary shares outstanding, which includes 2,296,058 Public Shares and 3,593,750 Founder Shares (as defined in Note 6).
On August 16, 2022, the Company notified the trustee of the Company’s Trust Account that it was extending the time available to the Company to consummate its initial Business Combination from August 21, 2022 to September 21, 2022. Pursuant to the terms of the Company’s Trust Agreement, on August 17, 2022, in connection with the extension, the Sponsor deposited an aggregate of $80,362.03 (the “First Extension Payment”) into the Trust Account, on behalf of the Company. This deposit was made in respect of a non-interest bearing loan by the Sponsor to the Company (the "Second Extension Loan").
If the Company completes a Business Combination by September 21, 2022 (or by October 21, 2022, or by the 21st day of each of the immediately succeeding ten (10) calendar months, to the extent that, prior to each such date, the Company exercises an additional one-month extension to extend the time to complete a Business Combination), the Company will repay the Extension Loan and the Second Extension Loan out of the proceeds of the Trust Account released to the Company. If the Company does not complete its initial Business Combination by September 21, 2022 (or by October 21, 2022, or by the 21st day of each of the immediately succeeding ten (10) calendar months, to the extent that, prior to each such date, the Company exercises an additional one-month extension to extend the time to complete a Business Combination), the Company will only repay the Extension Loan and the Second Extension Loan from funds held outside of the Trust Account. This, as well as our liquidity condition, raises substantial doubt about our ability to continue as a going concern. These condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In order to finance transaction costs in connection with an intended initial business combination, our sponsor, its affiliates, our officers or certain of our directors may, but are not obliged to, loan to us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon the completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
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Contractual Obligations
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and 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) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The Company granted the underwriters a 45-day option to purchase up to 1,875,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on May 21, 2021.
The underwriters were paid a cash underwriting fee of $0.20 per Unit, or $2,875,000 in the aggregate. In addition, $0.45 per unit, or $6,468,750 in the aggregate will be payable to the underwriters for deferred underwriting commissions. In June 2022, one underwriter agreed to waive their rights to their portion of the fee payable by the Company for deferred underwriting commissions. Of the total $4,366,406 waived fee, $4,167,735 was recorded to accumulated deficit and $198,671 was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the condensed statements of operations. The remaining deferred fee of $2,102,344 will become payable to the remaining underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Promissory Notes - Related Party
On January 20, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of December 31, 2021 or the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $129,886 was repaid on June 7, 2021. The Company no longer has the ability to borrow under the Promissory Note.
Sponsor Loan Commitment
On November 15, 2021, the Company received a commitment from the Sponsor. The commitment provides for loans from the Sponsor to fund the Company’s working capital requirements. The Company may receive loans up to an aggregate of $600,000. The commitment will continue until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation.
On April 8, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Second Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Second Promissory Note is non-interest bearing and payable on the earlier of: (i) December 31, 2022 or (ii) the date on which the Company consummates a Business Combination. As of June 30, 2022 and December 31, 2021, the Company owed $300,000 and $0, respectively, under the Second Promissory Note.
On June 30, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Third Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $25,000. The Third Promissory Note is non-interest bearing and payable on the earlier of: (i) December 31, 2022 or (ii) the date on which the Company consummates a Business Combination. As of June 30, 2022 and December 31, 2021, the Company owed $25,000 and $0, respectively, under the Third Promissory Note.
Extension Loan
On May 19, 2022, the Company entered into the Extension Loan. The Extension Loan is non-interest bearing and payable on the earlier of: (i) the date on which the Company consummates a Business Combination or (ii) the date on which the liquidation of the Trust Account is effective. As of June 30, 2022 and December 31, 2021, the Company owed $1,078,125 and $0, respectively, under the
26
Extension Loan. If the Company completes a Business Combination, the Company would repay the Extension Loan out of proceeds of the Trust Account released to the Company. 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 such loaned amounts but no proceeds from Trust Account would be used for such repayment.
On August 16, 2022, the Company entered into the Second Extension Loan. The Second Extension Loan is non-interest bearing and payable on the earlier of: (i) the date on which the Company consummates a Business Combination or (ii) the date on which the liquidation of the Trust Account is effective. If the Company completes a Business Combination, the Company would repay the Second Extension Loan out of proceeds of the Trust Account released to the Company. 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 such loaned amounts but no proceeds from Trust Account would be used for such repayment.
Off-Balance Sheet Arrangements
As of June 30, 2022 and December 31, 2021, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources..
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Class A Ordinary Shares Subject to Possible Redemption
All of the 14,375,000 Class A ordinary shares sold as part of the units in our initial public offering and subsequent partial exercise of the underwriters’ over-allotment option 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 our initial business combination and in connection with certain amendments to our 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 Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), 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 have 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.
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 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.
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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 statements of operations. The Company accounts for the public warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, the public warrants and the Private Placement Warrants are recorded as a liability. The Company utilized a Modified Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market quote in an active market under the ticker RAMMW. The Company utilizes a Modified Black-Scholes simulation model to value the Private Placement Warrants.
Net Income (Loss) Per Ordinary Share
Net income (loss) per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Re-measurement associated with the redeemable Class A ordinary shares is excluded from net income (loss) per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income (loss) per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the Public Warrants and Private Placement Warrants to purchase an aggregate of 11,643,750 shares in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events.
Forward Purchase Agreement
The Company accounts for the Forward Purchase Agreement (“FPA”) as an equity instrument indexed to the Company’s own ordinary shares based on an assessment of the specific terms of the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 and ASC 815. The assessment considers whether the FPA is a freestanding financial instrument pursuant to ASC 480 and meets the definition of a derivative asset or liability pursuant to ASC 480. Given that the ordinary shares included in the FPA do not contain any provisions which would preclude equity classification, such shares are classified in equity.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As of June 30, 2022 and December 31, 2021, we were not subject to any market or interest rate risk.
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ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of June 30, 2022, due to the material weaknesses in our internal control over financial reporting related to the Company’s accounting for complex financial instruments and the recording of the fair value of the public warrants as described in the Explanatory Note in our Quarterly Report Form 10-Q/A filed on March 31, 2022, in the Explanatory Note in our Annual Report Form 10-K/A as filed on August 22, 2022, and as described in Note 2 to the accompanying unaudited condensed financial statements. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than as described herein. Due to the material weaknesses in internal controls related to the accounting for complex financial instruments and recording of the fair value of public warrants, we plan to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. In addition, management plans at this time includes including a review checklist to document each level of review of the financial statements as well as an additional level of review performed by experienced accounting personnel. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we are party to legal proceedings that arise in the ordinary course of our business. Management is not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by government agencies.
ITEM 1A. RISK FACTORS.
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, filed with the SEC on March 31, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q/A.
Exhibit No. |
| Description |
31.1* | ||
31.2* | ||
32.1** | ||
32.2** | ||
101.INS* | XBRL Instance Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
** | Furnished. |
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Aries I Acquisition Corporation | ||
Date: August 22, 2022 | By: | /s/ Randy Brinkley |
Randy Brinkley | ||
Title: Chief Executive Officer | ||
Date: August 22, 2022 | Aries I Acquisition Corporation | |
By: | /s/ Nathan Smith | |
Nathan Smith | ||
Title: Chief Financial Officer | ||
32
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Randy Brinkley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Aries I Acquisition Corporation;
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 officer(s) 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 my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 officer(s) 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 control over financial reporting.
Date: August 22, 2022 | | |
| By: | /s/ Randy Brinkley |
| | Randy Brinkley |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Nathan Smith, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Aries I Acquisition Corporation;
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 officer(s) 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 my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 officer(s) 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 control over financial reporting.
Date: August 22, 2022 | | |
| By: | /s/ Nathan Smith |
| | Nathan Smith |
| | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aries I Acquisition Corporation (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Randy Brinkley, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
Date: August 22, 2022 | | |
| By: | /s/ Randy Brinkley |
| | Randy Brinkley |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aries I Acquisition Corporation (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Nathan Smith, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
Date: August 22, 2022 | | |
| By: | /s/ Nathan Smith |
| | Nathan Smith |
| | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares |
Aug. 12, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
Apr. 30, 2021 |
|---|---|---|---|---|---|
| Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |||
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
| Preferred stock, shares issued | 0 | 0 | |||
| Preferred stock, shares outstanding | 0 | 0 | |||
| Common shares, shares outstanding | 5,889,808 | ||||
| Class A ordinary shares | |||||
| Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |||
| Common shares, shares authorized | 479,000,000 | 479,000,000 | |||
| Common shares, shares issued | 14,375,000 | 14,375,000 | |||
| Common shares, shares outstanding | 0 | 0 | |||
| Class A ordinary shares subject to possible redemption | |||||
| Class A ordinary shares subject to possible redemption (in shares) | 14,375,000 | 14,375,000 | 14,375,000 | ||
| Class B ordinary shares | |||||
| Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |||
| Common shares, shares authorized | 20,000,000 | 20,000,000 | |||
| Common shares, shares issued | 3,593,750 | 3,593,750 | |||
| Common shares, shares outstanding | 3,593,750 | 3,593,750 | 3,593,750 |
CONDENSED STATEMENTS OF OPERATIONS - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Operating and formation costs | $ 586,167 | $ 296,396 | $ 1,305,811 | $ 308,807 |
| Expensed offering costs | 370,413 | 370,413 | ||
| Loss from operations | (586,167) | (666,809) | (1,305,811) | (679,220) |
| Dividend income on Trust Account | 197,015 | 870 | 211,636 | 870 |
| Gain (loss) on change in fair value of warrant liabilities | 2,542,213 | (2,517,062) | 6,959,650 | (2,517,062) |
| Gain on waiver of deferred underwriting commissions by underwriter | 198,671 | 198,671 | ||
| Net income (loss) | 2,351,732 | (3,183,001) | 6,064,146 | (3,195,412) |
| Class A ordinary shares | ||||
| Net income (loss) | $ 1,881,386 | $ (2,037,121) | $ 4,851,317 | $ (1,568,300) |
| Basic weighted average shares outstanding | 14,375,000 | 6,388,889 | 14,375,000 | 3,463,855 |
| Diluted weighted average shares outstanding | 14,375,000 | 6,388,889 | 14,375,000 | 3,463,855 |
| Basic net income (loss) per share | $ 0.13 | $ (0.32) | $ 0.34 | $ (0.45) |
| Diluted net income (loss) per share | $ 0.13 | $ (0.32) | $ 0.34 | $ (0.45) |
| Class A ordinary shares subject to possible redemption | ||||
| Basic weighted average shares outstanding | 14,375,000 | 6,388,889 | 14,375,000 | 3,463,855 |
| Diluted weighted average shares outstanding | 14,375,000 | 6,388,889 | 14,375,000 | 3,463,855 |
| Basic net income (loss) per share | $ 0.13 | $ (0.32) | $ 0.34 | $ (0.45) |
| Diluted net income (loss) per share | $ 0.13 | $ (0.32) | $ 0.34 | $ (0.45) |
| Class B ordinary shares | ||||
| Net income (loss) | $ 470,346 | $ (1,145,880) | $ 1,212,829 | $ (1,627,112) |
| Basic weighted average shares outstanding | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 |
| Diluted weighted average shares outstanding | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 |
| Basic net income (loss) per share | $ 0.13 | $ (0.32) | $ 0.34 | $ (0.45) |
| Diluted net income (loss) per share | $ 0.13 | $ (0.32) | $ 0.34 | $ (0.45) |
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) - USD ($) |
1 Months Ended | 3 Months Ended |
|---|---|---|
Apr. 30, 2021 |
Mar. 31, 2021 |
|
| Class B ordinary shares | ||
| Number of shares forfeited | 1,437,500 | |
| Amount of shares forfeited | $ 0 | |
| Common shares, shares outstanding | 3,593,750 | |
| Class B ordinary shares | Over-allotment option | ||
| Maximum shares subject to forfeiture | 468,750 |
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) |
3 Months Ended | 6 Months Ended | |
|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Cash Flows from Operating Activities: | |||
| Net income (loss) | $ 6,064,146 | $ (3,195,412) | |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
| Expensed offering costs | 370,413 | ||
| Dividend income on Trust Account | $ (197,015) | (211,636) | (870) |
| Gain (loss) on change in fair value of warrant liabilities | (2,542,213) | (6,959,650) | 2,517,062 |
| Gain on waiver of deferred underwriting commissions by underwriter | (198,671) | (198,671) | |
| Changes in operating assets and liabilities: | |||
| Prepaid expenses | 123,127 | (352,877) | |
| Accounts payable and accrued expenses | 612,173 | 70,027 | |
| Net cash used in operating activities | (570,511) | (591,657) | |
| Cash Flows from Investing Activities: | |||
| Cash deposited into Trust Account | (1,078,125) | (145,187,500) | |
| Net cash used in investing activities | (1,078,125) | (145,187,500) | |
| Cash Flows from Financing Activities: | |||
| Proceeds from promissory notes - related party | 1,403,125 | 129,886 | |
| Repayment of promissory notes - related party | (129,886) | ||
| Proceeds from initial public offering, net of underwriter's discount paid | 143,031,250 | ||
| Proceeds from sale of Private Placement Warrants | 4,456,250 | ||
| Payment of offering costs | (427,997) | ||
| Net cash provided by financing activities | 1,403,125 | 147,059,503 | |
| Net Change in Cash | (245,511) | 1,280,346 | |
| Cash - Beginning of Period | 256,252 | ||
| Cash - End of Period | 10,741 | 10,741 | 1,280,346 |
| Supplemental disclosures of non-cash investing and financing activities: | |||
| Deferred underwriting fee payable | 6,468,750 | ||
| Fair value of Founders Shares transferred to Anchor Investors | 1,369,500 | ||
| Offering costs in exchange for Class B ordinary shares | 359 | ||
| Deferred offering costs included in accrued offering costs | 82,218 | ||
| Re-measurement of Class A ordinary shares subject to redemption to redemption value | 1,289,761 | $ 16,700,797 | |
| Waiver of deferred underwriting commissions by underwriter | $ 4,167,735 | $ 4,167,735 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Aries I Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on January 15, 2021. The Company was formed for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period January 1, 2022 through June 30, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering. The registration statement for the Initial Public Offering was declared effective on May 18, 2021. On May 21, 2021, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 1,875,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $143,750,000, which is discussed in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,456,250 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Aries Acquisition Partners, Ltd. (the “Sponsor”), generating gross proceeds of $4,456,250, which is described in Note 5. Following the closing of the Initial Public Offering on May 21, 2021, an amount of $146,768,750 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and were invested only in U.S. government securities with maturities 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 bills, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $11,248,466, consisting of $2,875,000 of cash underwriting fees, $6,468,750 of deferred underwriting fees, $1,369,500 of anchor investor offering costs and $535,216 of other costs. The Company was reimbursed $2,156,250 by the underwriters for such transaction costs. In addition, at June 30, 2022, $10,741 of cash was held outside of the Trust Account and is available for working capital purposes. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Second Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (a) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of an initial Business Combination, (b) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within 12 months (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the Initial Public Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (c) rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within 12 months from the closing of the Initial Public Offering or during any extension period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an initial Business Combination 12 months (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the Initial Public Offering. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below). The Company has until September 21, 2022 (or August 21, 2023 if the Company extends the period to the maximum extent possible) to complete a Business Combination (the “Combination Period”). On May 13, 2022, the Company notified the trustee of the Trust Account that it was extending the time available to the Company to consummate a Business Combination from May 21, 2022 to August 21, 2022. Pursuant to the terms of the trust agreement, the Company’s sponsor, Aries Acquisition Partners, Ltd., deposited an aggregate of $1,078,125 (the “First Extension Payment”) into the Company’s operating account on May 19, 2022, on behalf of the Company. The funds from the First Extension Payment were then immediately transferred from the operating account into the Trust Account. This deposit was made in respect of a non-interest bearing loan by the Sponsor to the Company (the “Extension Loan”). As approved by its shareholders at an extraordinary general meeting of shareholders held on August 12, 2022 (the “Meeting”), on August 15, 2022, Company entered into an amendment (the “Trust Amendment”) to the investment management trust agreement, dated as of May 18, 2021, with Continental Stock Transfer & Trust Company (the “Trust Agreement”). Pursuant to the Trust Amendment, (1) the Company has the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from August 21, 2022 to August 21, 2023 by depositing into the Trust Account, for each one-month extension, the lesser of (a) $120,000 and (b) $0.035 for each Class A ordinary share outstanding after giving effect to the Redemption (as defined below) and (2) the Company is required to hold the assets solely in cash from and after the effectiveness of the Trust Amendment. As approved by its stockholders at the Meeting on August 12, 2022, the Company adopted its Second Amended and Restated Articles of Association on August 12, 2022 (the “Charter Amendment”), giving the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from August 21, 2022 to August 21, 2023. In connection with the shareholders’ vote at the Meeting, 12,078,942 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $123.3 million (approximately $10.21 per share) will be removed from the Trust Account to pay such holders and approximately $23.4 million will remain in the Trust Account. Following the aforementioned redemptions, the Company will have 5,889,808 ordinary shares outstanding, which includes 2,296,058 Public Shares and 3,593,750 Founder Shares (as defined in Note 6). On August 16, 2022, the Company notified the trustee of the Company’s Trust Account that it was extending the time available to the Company to consummate its initial Business Combination from August 21, 2022 to September 21, 2022. Pursuant to the terms of the Company’s Trust Agreement, on August 17, 2022, in connection with the extension, the Sponsor deposited an aggregate of $80,362.03 (the “First Extension Payment”) into the Trust Account, on behalf of the Company. This deposit was made in respect of a non-interest bearing loan by the Sponsor to the Company (the "Second Extension Loan"). If the Company completes a Business Combination by September 21, 2022 (or by October 21, 2022, or by the 21st day of each of the immediately succeeding ten (10) calendar months, to the extent that, prior to each such date, the Company exercises an additional one-month extension to extend the time to complete a Business Combination), the Company will repay the Extension Loan and the Second Extension Loan out of the proceeds of the Trust Account released to the Company. If the Company does not complete its initial Business Combination by September 21, 2022 (or by October 21, 2022, or by the 21st day of each of the immediately succeeding ten (10) calendar months, to the extent that, prior to each such date, the Company exercises an additional one-month extension to extend the time to complete a Business Combination), the Company will only repay the Extension Loan and the Second Extension Loan from funds held outside of the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 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 $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination Agreement On December 13, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Aries, Aries I Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Aries (“Merger Sub”), and Infinite Assets, Inc., a Delaware corporation (“Infinite”). In accordance with the terms and subject to the conditions of the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), each issued and outstanding share of common stock of Infinite will automatically be converted into a number of shares of Class A common stock of New Infinite (as defined below) equal to an exchange ratio (the “Exchange Ratio”) determined by dividing (A) the quotient of (x) $525,000,000 divided by (y) the number of shares of Class A common stock of Infinite outstanding immediately prior to the Closing (after giving effect to the conversion of certain outstanding promissory notes) by (B) $10.00 per share (the “Merger Consideration”). On July 20, 2022, the parties to the Merger Agreement entered into the First Amendment to the Merger Agreement (the “Amendment”) pursuant to which, among other things, the parties agreed to (i) amend the termination date from November 21, 2022 to August 21, 2023 if, on or prior to August 21, 2022, the Company effectuates an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which it must consummate a business combination and (ii) amend the definition of Company Equity Value from $525 million to $527 million, which increase corresponds to the value of the share consideration being paid to SuperBitMachine, Inc.’s (“SBM”) shareholders in connection with Infinite’s recent acquisition of SBM. As approved by its stockholders at the Meeting on August 12, 2022, the Company adopted the Charter Amendment, giving the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from August 21, 2022 to August 21, 2023. In addition, the holders of Class A common stock of Infinite immediately prior to the Closing will have the right to receive a pro-rata share of up to 50,000,000 additional shares of New Infinite Class A common stock upon the occurrence of each of certain earn-out triggering events, as follows: (i) 10,000,000 shares (the “$15.00 Earn Out Shares”) upon the date on which the volume weighted average closing sale price of one share of the Class A common stock of New Infinite as reported on Nasdaq over any (20) consecutive trading day period (as equitably adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into Class A common stock of New Infinite), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to the Class A common stock of New Infinite) (such price, the “Share Price”) is equal to or greater than $15.00 per share at any time during the period beginning at the Closing and ending on the five-year anniversary of the Closing date (the “Earn Out Period”); (ii) 10,000,000 shares (the “$17.50 Earn Out Shares”) upon the date on which the Share Price is equal to or greater than $17.50 per share during the Earn Out Period; (iii) 10,000,000 shares (the “$20.00 Earn Out Shares”) upon the date on which the Share Price is equal to or greater than $20.00 per share during the Earn Out Period; (iv) 10,000,000 shares (the “$22.50 Earn Out Shares”) upon the date on which the Share Price is equal to or greater than $22.50 per share during the Earn Out Period; and (v) 10,000,000 shares (the “$25.00 Earn Out Shares”) upon the date on which the Share Price is equal to or greater than $25.00 per share during the Earn Out Period. Going Concern As of June 30, 2022, the Company had $10,741 in cash held outside of the Trust Account and a working capital deficit of $2,558,463. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs or complete a Business Combination by September 21, 2022 (or August 21, 2023 if the Company extends the period to the maximum extent possible), then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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, and/or search for a target company, the specific impact is not readily determinable as of the date of the accompanying condensed financial statements and such condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.
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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
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| RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In accordance with 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. The Company concluded that a restatement was required to be made to the unaudited financial statements as of March 31, 2022 to adjust the balance of the Public Shares within temporary equity to a value of $10.10 per share, as is denoted in the Company’s prospectus as the minimum amount to be held in the Trust Account, plus any additional interest income earned on the Trust Account. The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 31, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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. Investments Held in Trust Account As of June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. Class A Ordinary Shares Subject to Possible Redemption All of the 14,375,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering 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 second amended and restated certificate of incorporation. 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. The redemption value of the redeemable ordinary shares as of June 30, 2022 increased in connection with income earned on the Trust Account and the deposit of the First Extension Payment into the Trust Account by the Sponsor. As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $1,275,140 and $1,289,761 for the three and six months ended June 30, 2022, respectively. As of June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table:
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 and ASC Topic 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 statements of operations. The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, the Public Warrants (as defined in Note 4) and the Private Placement Warrants are recorded as a liability. The initial fair value of the Public Warrants was estimated using a Modified Monte Carlo simulation approach and the fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model (see Note 10). Forward Purchase Agreement The Company accounts for the Forward Purchase Agreement (“FPA”) as an equity instrument indexed to the Company’s own ordinary shares based on an assessment of the specific terms of the FPA and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the FPA is a freestanding financial instrument pursuant to ASC 480 and meets the definition of a derivative asset or liability pursuant to ASC 480. Given that the ordinary shares included in the FPA do not contain any provisions which would preclude equity classification, such shares are classified in equity. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs (“ASC 340”) and SEC Staff Accounting Bulletin 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 Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $11,248,466 as a result of the Initial Public Offering (consisting of a $2,875,000 underwriting fee, $6,468,750 of deferred underwriting fees , $1,369,500 of anchor investor offering costs and $535,216 of other offering costs). The Company recorded $10,722,371 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $526,095 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. The Company was reimbursed $2,156,250 by the underwriters for offering costs associated with the Initial Public Offering. The Company recorded $2,000,569 of the reimbursement as a reduction of offering costs recorded to equity and $155,681 of the reimbursement as a reduction to expense. As such, net offering costs recorded to equity amounted to $8,721,802 and net expensed offering costs amounted to $370,414. Income Taxes The Company accounts for income taxes under ASC Topic 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. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in an interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on February 5, 2021, the evaluation was performed for the upcoming 2022 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) Per Ordinary Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net income (loss) per share. As a result, the calculated net income (loss) per share is the same for Class A and Class B ordinary shares. As of June 30, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses, and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
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INITIAL PUBLIC OFFERING |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| INITIAL PUBLIC OFFERING. | |
| INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 14,375,000 Units, which includes 1,875,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $143,750,000. Each Unit consisted of one Class A ordinary share, $0.0001 par value, and one-half of redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). |
PRIVATE PLACEMENT |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| PRIVATE PLACEMENT. | |
| PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,456,250 warrants at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $4,456,250). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| RELATED PARTY TRANSACTIONS | |
| RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On January 26, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,031,250 Class B ordinary shares (the “Founder Shares”). In April 2021, the Sponsor forfeited for no consideration 1,437,500 Founder Shares. The remaining outstanding Founder Shares included an aggregate of up to 468,750 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The over-allotment option was exercised in full on May 21, 2021; thus, these shares are no longer subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) one year after the completion of an initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if (1) 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 an initial Business Combination or (2) the Company consummates a transaction after an initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. A total of eleven anchor investors purchased Units in the Initial Public Offering at the offering price of $10.00 per Unit. Pursuant to such Units, the anchor investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other public shareholders. Each anchor investor has entered into separate a subscription agreement (the “Subscription Agreements”) with the Sponsor pursuant to which each anchor investor agreed to purchase a specified amount of shares of the Sponsor (the “Sponsor Shares”). The Company estimated the fair value of the Sponsor Shares purchased by the anchor investors to be $1,369,500 or $2.49 per share. The excess of the fair value of the Sponsor Shares sold over the purchase price was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately in the statement of operations. Offering costs allocated to the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Promissory Notes — Related Party On January 20, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of December 31, 2021 or the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $129,886 was repaid on June 7, 2021. The Company no longer has the ability to borrow under the Promissory Note. Sponsor Loan Commitment On November 15, 2021, the Company received a commitment from the Sponsor. The commitment provides for loans from the Sponsor to fund the Company’s working capital requirements. The Company may receive loans up to an aggregate of $600,000. The commitment will continue until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation. On April 8, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Second Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Second Promissory Note is non-interest bearing and payable on the earlier of: (i) December 31, 2022 or (ii) the date on which the Company consummates a Business Combination. As of June 30, 2022 and December 31, 2021, the Company owed $300,000 and $0, respectively, under the Second Promissory Note. On June 30, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Third Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $25,000. The Third Promissory Note is non-interest bearing and payable on the earlier of: (i) December 31, 2022 or (ii) the date on which the Company consummates a Business Combination. As of June 30, 2022 and December 31, 2021, the Company owed $25,000 and $0, respectively, under the Third Promissory Note. Extension Loans On May 19, 2022, the Company entered into the Extension Loan (see Note 1). The Extension Loan is non-interest bearing and payable on the earlier of: (i) the date on which the Company consummates a Business Combination or (ii) the date on which the liquidation of the Trust Account is effective. As of June 30, 2022 and December 31, 2021, the Company owed $1,078,125 and $0, respectively, under the Extension Loan. If the Company completes a Business Combination, the Company would repay the Extension Loan out of proceeds of the Trust Account released to the Company. 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 such loaned amounts but no proceeds from Trust Account would be used for such repayment. On August 16, 2022, the Company entered into the Second Extension Loan (see Note 1). The Second Extension Loan is non-interest bearing and payable on the earlier of: (i) the date on which the Company consummates a Business Combination or (ii) the date on which the liquidation of the Trust Account is effective. If the Company completes a Business Combination, the Company would repay the Second Extension Loan out of proceeds of the Trust Account released to the Company. 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 such loaned amounts but no proceeds from Trust Account would be used for such repayment. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. 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 such loaned amounts but no proceeds from Trust Account would be used for such repayment. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to 1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. Forward Purchase Agreement On May 18, 2021, the Company entered into a forward purchase agreement with Terra Carta Partners, LLC (“Terra Carta Partners”), which is affiliated with the Sponsor, pursuant to which Terra Carta Partners has agreed to purchase up to $50,000,000 of forward purchase shares (the “forward purchase shares”). Each forward purchase share will consist of one Class A ordinary share and will be sold at a purchase price of $10.00 per share in a private placement concurrently with the closing of the initial Business Combination. The obligations of Terra Carta Partners under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by the Company and the amount of forward purchase shares sold pursuant to the forward purchase agreement will be subject to Terra Carta Partners’ sole discretion. The forward purchase shares will generally be identical to the Class A ordinary shares included in the Units being sold in this offering, except that they will be entitled to certain registration rights, as described in Note 6. |
COMMITMENTS |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| COMMITMENTS | |
| COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants and 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 issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a 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 -day option to purchase up to 1,875,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on May 21, 2021. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,875,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.45 per unit, or $6,468,750 in the aggregate will be payable to the underwriters for deferred underwriting commissions. On June 27, 2022, one underwriter agreed to waive their rights to their portion of the fee payable by the Company for deferred underwriting commissions. Of the total $4,366,406 waived fee, $4,167,735 was recorded to accumulated deficit and $198,671 was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the condensed statements of operations. The remaining deferred fee of $2,102,344 will become payable to the remaining underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees During the six months ended June 30, 2022 and for the period from January 15, 2021 (inception through December 31, 2021, the Company incurred legal fees in connection with its prospective initial business combination. A portion of the fees in connection with the services rendered as of June 30, 2022 and December 31, 2021 were contingent upon the closing of a business combination and therefore included in accounts payable and accrued expenses on the accompanying condensed balance sheet. As of June 30, 2022 and December 31, 2021, these fees were $903,824 and $455,169, respectively. |
WARRANTS |
6 Months Ended | ||||||||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||||||||
| WARRANTS. | |||||||||||||||||||||||||
| WARRANTS | NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than (15) business days after the closing of an initial Business Combination, the Company will use its best 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 best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the (60th) business day after the closing of an 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. Notwithstanding the above, if 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, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the warrants for cash:
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once warrants become exercisable, the Company may redeem the outstanding warrants:
The value of the Company’s Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” 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 described above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or salable until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of June 30, 2022 and December 31, 2021, there were 7,187,500 Public Warrants and 4,456,250 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments require that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
SHAREHOLDERS' DEFICIT |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| SHAREHOLDERS' DEFICIT | |
| SHAREHOLDERS' DEFICIT | NOTE 9. SHAREHOLDERS’ DEFICIT Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of 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 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 14,375,000 Class A ordinary shares issued and no shares outstanding and no shares issued or outstanding. These exclude the 14,375,000 Class A ordinary shares subject to possible redemption. Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 3,593,750 Class B ordinary shares issued and outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. 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. However, only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of an initial Business Combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of an initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of an initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity- linked securities are issued or deemed issued in connection with an initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.
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FAIR VALUE MEASUREMENT |
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| FAIR VALUE MEASUREMENT | NOTE 10. FAIR VALUE MEASUREMENT The following table presents information about the Company’s financial assets that are 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 inputs the Company utilized to determine such fair value:
The Company utilized a Modified Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of 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 under the ticker RAMMW. The quoted price of the Public Warrants was $0.16 and $0.76 per warrant as of June 30, 2022 and December 31, 2021, respectively. The Company utilizes a Modified Black-Scholes simulation model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in a Modified Black-Scholes simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Transfers to/from Levels , , and are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of June 30, 2022 and December 31, 2021 after the Public Warrants were separately listed and traded. The following table provides the significant inputs to the Modified Black-Scholes method for the fair value of the Private Placement Warrants:
The following table presents the changes in the fair value of warrant liabilities:
The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:
The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $2,542,213 and $6,959,650 within change in fair value of warrant liabilities in the statement of operations for the three and six months ended June 30, 2022, respectively. The Company recognized a loss in connection with changes in the fair value of warrant liabilities of $2,517,062 within change in fair value of warrant liabilities in the statement of operations for the three months ended June 30, 2021 and for the period from January 15, 2021 (inception) through June 30, 2021. |
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SUBSEQUENT EVENTS |
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Jun. 30, 2022 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described in Note 1 as related to the extension of the Combination Period and Note 6 as related to the Second Extension Loan, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. As approved at the Meeting of the Company the Company entered into the Trust Amendment on August 15, 2022. Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination up to twelve (12) times for an additional one (1) month each time from August 21, 2022 to August 21, 2023, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $120,000 and (b) $0.035 for each Class A ordinary share outstanding after giving effect to the Redemption (as defined below) and (2) the Company is required to hold the assets solely in cash from and after the effectiveness of the Trust Amendment. As approved at the Meeting of the Company, on August 12, 2022 the Company adopted the Charter Amendment, giving the Company the right to extend the date by which it has to complete a business combination up to twelve (12) times for an additional one (1) month each time, from August 21, 2022 to August 21, 2023. In connection with a shareholders’ vote at the Meeting on August 12, 2022, 12,078,942 shares of the Company’s ordinary shares were tendered for redemption, resulting in a reduction of $123,279.777.18 in the Trust Account balance. After the redemptions, the Trust Account balance was $23,433,966.14. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 31, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
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| Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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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| Investments Held in Trust Account | Investments Held in Trust Account As of June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. |
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| Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 14,375,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering 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 second amended and restated certificate of incorporation. 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. The redemption value of the redeemable ordinary shares as of June 30, 2022 increased in connection with income earned on the Trust Account and the deposit of the First Extension Payment into the Trust Account by the Sponsor. As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $1,275,140 and $1,289,761 for the three and six months ended June 30, 2022, respectively. As of June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table:
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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 and ASC Topic 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 statements of operations. The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, the Public Warrants (as defined in Note 4) and the Private Placement Warrants are recorded as a liability. The initial fair value of the Public Warrants was estimated using a Modified Monte Carlo simulation approach and the fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model (see Note 10). |
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| Forward Purchase Agreement | Forward Purchase Agreement The Company accounts for the Forward Purchase Agreement (“FPA”) as an equity instrument indexed to the Company’s own ordinary shares based on an assessment of the specific terms of the FPA and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the FPA is a freestanding financial instrument pursuant to ASC 480 and meets the definition of a derivative asset or liability pursuant to ASC 480. Given that the ordinary shares included in the FPA do not contain any provisions which would preclude equity classification, such shares are classified in equity. |
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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 ASC Topic 340, Other Assets and Deferred Costs (“ASC 340”) and SEC Staff Accounting Bulletin 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 Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $11,248,466 as a result of the Initial Public Offering (consisting of a $2,875,000 underwriting fee, $6,468,750 of deferred underwriting fees , $1,369,500 of anchor investor offering costs and $535,216 of other offering costs). The Company recorded $10,722,371 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $526,095 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. The Company was reimbursed $2,156,250 by the underwriters for offering costs associated with the Initial Public Offering. The Company recorded $2,000,569 of the reimbursement as a reduction of offering costs recorded to equity and $155,681 of the reimbursement as a reduction to expense. As such, net offering costs recorded to equity amounted to $8,721,802 and net expensed offering costs amounted to $370,414. |
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| Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 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. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in an interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on February 5, 2021, the evaluation was performed for the upcoming 2022 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
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| Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net income (loss) per share. As a result, the calculated net income (loss) per share is the same for Class A and Class B ordinary shares. As of June 30, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
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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. 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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| Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses, and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. |
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| Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of impact on previously issued financial statements |
|
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of reconciliation of Class A ordinary shares reflected in the balance sheet | As of June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table:
|
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| Summary of calculation of basic and diluted net loss per ordinary share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
|
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FAIR VALUE MEASUREMENT (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FAIR VALUE MEASUREMENT | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of company's assets that are measured at fair value on a recurring basis |
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| Schedule of quantitative information regarding Level 3 fair value measurements inputs |
|
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| Schedule of change in the fair value of the warrant liabilities | The following table presents the changes in the fair value of warrant liabilities:
The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:
|
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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) |
6 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
|
Aug. 17, 2022
USD ($)
|
Aug. 15, 2022
USD ($)
item
$ / shares
|
Aug. 12, 2022
USD ($)
item
$ / shares
shares
|
Dec. 13, 2021
USD ($)
$ / shares
shares
|
May 21, 2021
USD ($)
$ / shares
shares
|
Jun. 30, 2022
USD ($)
$ / shares
shares
|
Jun. 30, 2021
USD ($)
|
Jul. 20, 2022
USD ($)
|
Jul. 19, 2022
USD ($)
|
May 19, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
shares
|
|
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Maturity term of U.S. government securities | 185 days | ||||||||||
| Transaction costs | $ 11,248,466 | ||||||||||
| Cash underwriting fees | 2,875,000 | ||||||||||
| Deferred underwriting fees | 6,468,750 | ||||||||||
| Anchor investor offering costs | 1,369,500 | ||||||||||
| Other offering costs | 535,216 | ||||||||||
| Offering costs reimbursed by the underwriters | 2,156,250 | ||||||||||
| Cash held outside of the Trust Account | $ 10,741 | $ 256,252 | |||||||||
| Redemption price per public share | $ / shares | $ 10.10 | ||||||||||
| Condition for future business combination threshold net tangible assets | $ 5,000,001 | ||||||||||
| Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | ||||||||||
| Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||||||||
| Company equity value | $ 527,000,000 | $ 525,000,000 | |||||||||
| Earnout, threshold trading days | 20 days | ||||||||||
| Working capital deficit | $ 2,558,463 | ||||||||||
| Number of shares redeemed | shares | 12,078,942 | ||||||||||
| Redemption value | $ 123,300,000 | ||||||||||
| Redemption price per share | $ / shares | $ 10.21 | ||||||||||
| Marketable securities held in Trust Account | $ 23,400,000 | 146,483,067 | $ 145,193,306 | ||||||||
| Common shares, shares outstanding | shares | 5,889,808 | ||||||||||
| Cash deposited into Trust Account | $ 1,078,125 | $ 145,187,500 | |||||||||
| Sponsor | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Aggregate amount deposited in trust account | $ 1,078,125 | ||||||||||
| Cash deposited into Trust Account | $ 80,362.03 | ||||||||||
| Business Combination Agreement | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Earnout shares issuable (in shares) | shares | 50,000,000 | ||||||||||
| Trust amendment agreement | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Number of times combination period can be extended | item | 12 | ||||||||||
| Number of months for extension each time | 1 month | ||||||||||
| Trust amendment agreement | Maximum | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Price per share | $ / shares | $ 0.035 | ||||||||||
| Amount deposited into trust account for each extension period | $ 120,000 | ||||||||||
| Charter amendment agreement | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Number of times combination period can be extended | item | 12 | ||||||||||
| Number of months for extension each time | 1 month | ||||||||||
| Merger Agreement | Business Combination Agreement | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Amount used as quotient for exchange ratio | $ 525,000,000 | ||||||||||
| Earnout share price | $ / shares | $ 10.00 | ||||||||||
| Class A ordinary shares | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Common shares, shares outstanding | shares | 0 | 0 | |||||||||
| $15.00 Earn Out Shares | Business Combination Agreement | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Earnout share price | $ / shares | $ 15.00 | ||||||||||
| Earnout shares issuable (in shares) | shares | 10,000,000 | ||||||||||
| $17.50 Earn Out Shares | Business Combination Agreement | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Earnout share price | $ / shares | $ 17.50 | ||||||||||
| Earnout shares issuable (in shares) | shares | 10,000,000 | ||||||||||
| $20.00 Earn Out Shares | Business Combination Agreement | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Earnout share price | $ / shares | $ 20.00 | ||||||||||
| Earnout shares issuable (in shares) | shares | 10,000,000 | ||||||||||
| $22.50 Earn Out Shares | Business Combination Agreement | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Earnout share price | $ / shares | $ 22.50 | ||||||||||
| Earnout shares issuable (in shares) | shares | 10,000,000 | ||||||||||
| $25.00 Earn Out Shares | Business Combination Agreement | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Earnout share price | $ / shares | $ 25.00 | ||||||||||
| Earnout shares issuable (in shares) | shares | 10,000,000 | ||||||||||
| Public Shares | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Common shares, shares outstanding | shares | 2,296,058 | ||||||||||
| Founder Shares | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Common shares, shares outstanding | shares | 3,593,750 | ||||||||||
| Initial Public Offering | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Number of units issued | shares | 14,375,000 | ||||||||||
| Price per share | $ / shares | $ 10.00 | ||||||||||
| Proceeds from issuance initial public offering | $ 143,750,000 | ||||||||||
| Net proceeds placed in trust account | $ 146,768,750 | ||||||||||
| Private Placement | Private Placement Warrants | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Sale of Private Placement Warrants (in shares) | shares | 4,456,250 | ||||||||||
| Price of warrant | $ / shares | $ 1.00 | ||||||||||
| Proceeds from sale of warrants | $ 4,456,250 | ||||||||||
| Over-allotment option | |||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||
| Number of units issued | shares | 1,875,000 | 1,875,000 | |||||||||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) |
6 Months Ended | |||||
|---|---|---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Mar. 31, 2022 |
Dec. 31, 2021 |
Mar. 31, 2021 |
Jan. 14, 2021 |
|
| Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
| Temporary redemption value per share | $ 10.10 | |||||
| CONDENSED BALANCE SHEETS | ||||||
| Class A ordinary shares subject to possible redemption | $ 146,483,067 | $ 145,207,927 | $ 145,193,306 | |||
| Accumulated deficit | (6,552,204) | (11,796,531) | (15,494,324) | |||
| Total shareholders' equity (deficit) | (6,551,845) | $ (18,189,772) | (11,796,172) | (15,493,965) | $ 1,382,089 | $ 0 |
| CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
| Accretion Of Class A Ordinary Shares Subject To Redemption To Redemption Value | 1,289,761 | 16,700,797 | ||||
| Total shareholders' equity (deficit) | $ (6,551,845) | (18,189,772) | $ (11,796,172) | $ (15,493,965) | 1,382,089 | 0 |
| Class A ordinary shares subject to possible redemption | ||||||
| CONDENSED BALANCE SHEETS | ||||||
| Class A ordinary shares subject to possible redemption (in shares) | 14,375,000 | 14,375,000 | 14,375,000 | |||
| Class A ordinary shares subject to possible redemption | $ 145,207,927 | |||||
| Ordinary Shares | Class A ordinary shares | ||||||
| CONDENSED BALANCE SHEETS | ||||||
| Total shareholders' equity (deficit) | 0 | |||||
| CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
| Total shareholders' equity (deficit) | 0 | |||||
| Ordinary Shares | Class B ordinary shares | ||||||
| CONDENSED BALANCE SHEETS | ||||||
| Total shareholders' equity (deficit) | $ 359 | 359 | 359 | $ 359 | 359 | 0 |
| CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
| Total shareholders' equity (deficit) | 359 | 359 | 359 | 359 | 359 | 0 |
| Additional Paid-in Capital | ||||||
| CONDENSED BALANCE SHEETS | ||||||
| Total shareholders' equity (deficit) | 1,394,141 | 0 | ||||
| CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
| Total shareholders' equity (deficit) | 1,394,141 | 0 | ||||
| Accumulated Deficit | ||||||
| CONDENSED BALANCE SHEETS | ||||||
| Total shareholders' equity (deficit) | (6,552,204) | (18,190,131) | (11,796,531) | (15,494,324) | (12,411) | 0 |
| CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
| Total shareholders' equity (deficit) | $ (6,552,204) | $ (18,190,131) | (11,796,531) | $ (15,494,324) | $ (12,411) | $ 0 |
| As previously reported | ||||||
| CONDENSED BALANCE SHEETS | ||||||
| Accumulated deficit | (10,359,031) | |||||
| Total shareholders' equity (deficit) | (10,358,672) | |||||
| CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
| Total shareholders' equity (deficit) | (10,358,672) | |||||
| As previously reported | Class A ordinary shares subject to possible redemption | ||||||
| CONDENSED BALANCE SHEETS | ||||||
| Class A ordinary shares subject to possible redemption | 143,770,427 | |||||
| As previously reported | Accumulated Deficit | ||||||
| CONDENSED BALANCE SHEETS | ||||||
| Total shareholders' equity (deficit) | (10,359,031) | |||||
| CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
| Total shareholders' equity (deficit) | (10,359,031) | |||||
| Adjustments | ||||||
| CONDENSED BALANCE SHEETS | ||||||
| Accumulated deficit | (1,437,500) | |||||
| Total shareholders' equity (deficit) | (1,437,500) | |||||
| CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
| Total shareholders' equity (deficit) | (1,437,500) | |||||
| Adjustments | Class A ordinary shares subject to possible redemption | ||||||
| CONDENSED BALANCE SHEETS | ||||||
| Class A ordinary shares subject to possible redemption | 1,437,500 | |||||
| Adjustments | Accumulated Deficit | ||||||
| CONDENSED BALANCE SHEETS | ||||||
| Total shareholders' equity (deficit) | (1,437,500) | |||||
| CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
| Total shareholders' equity (deficit) | $ (1,437,500) | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Dec. 31, 2021 |
|
| Cash equivalents | $ 0 | $ 0 | $ 0 | ||
| Increase in the carrying amount of the redeemable ordinary shares | 1,275,140 | $ 14,621 | $ 16,700,797 | ||
| Transaction costs | 11,248,466 | 11,248,466 | |||
| Cash underwriting fees | 2,875,000 | 2,875,000 | |||
| Deferred underwriting fees | 6,468,750 | 6,468,750 | |||
| Anchor investor offering costs | 1,369,500 | 1,369,500 | |||
| Other offering costs | 535,216 | 535,216 | |||
| Offering costs as a reduction of equity | 10,722,371 | 10,722,371 | |||
| Offering costs expensed in connection with the Public Warrants and Private Placement Warrants | 526,095 | 526,095 | |||
| Offering costs reimbursed by the underwriters | 2,156,250 | 2,156,250 | |||
| Reimbursement as a reduction of offering costs recorded to equity | 2,000,569 | 2,000,569 | |||
| Reimbursement as a reduction to expense | 155,681 | 155,681 | |||
| Net offering costs recorded to equity | 8,721,802 | ||||
| Net expensed offering costs | 370,414 | ||||
| Unrecognized tax benefits | 0 | 0 | 0 | ||
| Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | $ 0 | ||
| Federal depository insurance coverage | $ 250,000 | $ 250,000 | |||
| Class A ordinary shares subject to possible redemption | |||||
| Class A ordinary shares subject to possible redemption (in shares) | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 | |
| Increase in the carrying amount of the redeemable ordinary shares | $ 1,275,140 | $ 1,289,761 | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in balance sheet (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Jun. 30, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
|
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Allocated Fair Value of Proceeds | $ 137,209,375 | ||
| Issuance costs allocated to Class A ordinary shares | (8,721,802) | ||
| Re-measurement of carrying value to redemption value | $ 1,275,140 | $ 14,621 | 16,705,733 |
| Class A ordinary shares subject to possible redemption | $ 146,483,067 | $ 145,207,927 | $ 145,193,306 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net loss per ordinary share (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|---|
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2021 |
Mar. 31, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Numerator: | ||||||
| Net income (loss) | $ 2,351,732 | $ 3,712,414 | $ (3,183,001) | $ (12,411) | $ 6,064,146 | $ (3,195,412) |
| Class A ordinary shares | ||||||
| Numerator: | ||||||
| Net income (loss) | $ 1,881,386 | $ (2,037,121) | $ 4,851,317 | $ (1,568,300) | ||
| Denominator: | ||||||
| Basic weighted average shares outstanding | 14,375,000 | 6,388,889 | 14,375,000 | 3,463,855 | ||
| Diluted weighted average shares outstanding | 14,375,000 | 6,388,889 | 14,375,000 | 3,463,855 | ||
| Basic net income (loss) per share | $ 0.13 | $ (0.32) | $ 0.34 | $ (0.45) | ||
| Diluted net income (loss) per share | $ 0.13 | $ (0.32) | $ 0.34 | $ (0.45) | ||
| Class B ordinary shares | ||||||
| Numerator: | ||||||
| Net income (loss) | $ 470,346 | $ (1,145,880) | $ 1,212,829 | $ (1,627,112) | ||
| Denominator: | ||||||
| Basic weighted average shares outstanding | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 | ||
| Diluted weighted average shares outstanding | 3,593,750 | 3,593,750 | 3,593,750 | 3,593,750 | ||
| Basic net income (loss) per share | $ 0.13 | $ (0.32) | $ 0.34 | $ (0.45) | ||
| Diluted net income (loss) per share | $ 0.13 | $ (0.32) | $ 0.34 | $ (0.45) | ||
INITIAL PUBLIC OFFERING (Details) - USD ($) |
6 Months Ended | ||
|---|---|---|---|
May 21, 2021 |
Jun. 30, 2022 |
Dec. 31, 2021 |
|
| Class A ordinary shares | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
| Initial Public Offering | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of units issued | 14,375,000 | ||
| Purchase price, per unit | $ 10.00 | ||
| Proceeds from issuance initial public offering | $ 143,750,000 | ||
| Initial Public Offering | Class A ordinary shares | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of shares in a unit | 1 | ||
| Common shares, par value, (per share) | $ 0.0001 | ||
| Initial Public Offering | Public Warrants | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of warrants in a unit | 0.5 | ||
| Exercise price of warrant | $ 11.50 | ||
| Initial Public Offering | Public Warrants | Class A ordinary shares | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of shares issuable per warrant | 1 | ||
| Over-allotment option | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of units issued | 1,875,000 | 1,875,000 |
PRIVATE PLACEMENT (Details) - Private Placement - Private Placement Warrants |
May 21, 2021
USD ($)
$ / shares
shares
|
|---|---|
| Subsidiary, Sale of Stock [Line Items] | |
| Number of warrants issued | shares | 4,456,250 |
| Price of warrants | $ / shares | $ 1.00 |
| Proceeds from sale of Private Placement Warrants | $ | $ 4,456,250 |
| Exercise price of warrant | $ / shares | $ 11.50 |
| Class A ordinary shares | |
| Subsidiary, Sale of Stock [Line Items] | |
| Number of shares issuable per warrant | shares | 1 |
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Founder Shares |
6 Months Ended | |||
|---|---|---|---|---|
|
May 21, 2021
item
$ / shares
|
Jan. 26, 2021
USD ($)
shares
|
Jun. 30, 2022
USD ($)
D
$ / shares
|
Apr. 30, 2021
shares
|
|
| Sponsor | Class B ordinary shares | ||||
| Related Party Transaction [Line Items] | ||||
| Consideration received | $ | $ 25,000 | |||
| Shares issued | shares | 5,031,250 | |||
| Shares forfeited for no consideration | shares | 1,437,500 | |||
| Shares subject to forfeiture | shares | 468,750 | |||
| Percentage of issued and outstanding shares after the IPO collectively held by sponsor | 20.00% | |||
| Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | |||
| Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.00 | |||
| Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
| Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
| Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||
| Anchor investor | ||||
| Related Party Transaction [Line Items] | ||||
| Offering price | $ / shares | $ 2.49 | |||
| Sale of units in initial public offering | $ | $ 1,369,500 | |||
| Anchor investor | Initial Public Offering | ||||
| Related Party Transaction [Line Items] | ||||
| Number of anchor investors | item | 11 | |||
| Offering price | $ / shares | $ 10.00 |
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) |
Nov. 15, 2021 |
May 18, 2021 |
Jun. 30, 2022 |
Apr. 08, 2022 |
Dec. 31, 2021 |
Jun. 07, 2021 |
Jan. 20, 2021 |
|---|---|---|---|---|---|---|---|
| Related Party Transaction [Line Items] | |||||||
| Outstanding balance under the Promissory Note | $ 1,403,125 | ||||||
| Maximum amount of loan to be provided by Sponsor | $ 600,000 | ||||||
| Promissory Note with Related Party | |||||||
| Related Party Transaction [Line Items] | |||||||
| Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||
| Outstanding balance under the Promissory Note | $ 129,886 | ||||||
| Second Promissory Note with Related Party | |||||||
| Related Party Transaction [Line Items] | |||||||
| Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||
| Outstanding balance under the Promissory Note | 300,000 | $ 0 | |||||
| Third Promissory Note with Related Party | |||||||
| Related Party Transaction [Line Items] | |||||||
| Maximum borrowing capacity of related party promissory note | 25,000 | ||||||
| Outstanding balance under the Promissory Note | 25,000 | 0 | |||||
| Working capital loans | |||||||
| Related Party Transaction [Line Items] | |||||||
| Amount owed | 0 | 0 | |||||
| Maximum loans convertible into warrants | $ 1,500,000 | ||||||
| Price of warrant | $ 1.00 | ||||||
| Extension Loan | |||||||
| Related Party Transaction [Line Items] | |||||||
| Amount owed | $ 1,078,125 | $ 0 | |||||
| Terra Carta Partners, LLC | Forward Purchase Shares | |||||||
| Related Party Transaction [Line Items] | |||||||
| Aggregate amount of forward purchase shares | $ 50,000,000 | ||||||
| Number of shares in forward purchase shares | 1 | ||||||
| Price per share | $ 10.00 |
COMMITMENTS (Details) |
3 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|
|
Jun. 27, 2022
USD ($)
|
May 21, 2021
shares
|
Jun. 30, 2022
USD ($)
item
$ / shares
|
Jun. 30, 2022
USD ($)
item
$ / shares
shares
|
Dec. 31, 2021
USD ($)
|
|
| Loss Contingencies [Line Items] | |||||
| Maximum number of demands for registration of securities | item | 3 | 3 | |||
| Underwriting cash discount per unit | $ / shares | $ 0.20 | ||||
| Aggregate underwriter cash discount | $ 2,875,000 | ||||
| Deferred fee per unit | $ / shares | $ 0.45 | $ 0.45 | |||
| Aggregate deferred underwriting fee payable | $ 6,468,750 | ||||
| Remaining deferred fee payable | $ 2,102,344 | 2,102,344 | $ 6,468,750 | ||
| Contingent legal fees payable upon completion of initial business combination | 903,824 | 903,824 | $ 455,169 | ||
| Underwriter fee waived | $ 4,366,406 | ||||
| Gain on waiver of deferred underwriting commissions by underwriter | 198,671 | $ 198,671 | $ 198,671 | ||
| Accumulated Deficit | |||||
| Loss Contingencies [Line Items] | |||||
| Underwriter fee waived | $ 4,167,735 | ||||
| Over-allotment option | |||||
| Loss Contingencies [Line Items] | |||||
| Underwriters option to purchase term | 45 days | ||||
| Number of units issued | shares | 1,875,000 | 1,875,000 |
WARRANTS (Details) |
6 Months Ended | |
|---|---|---|
|
Jun. 30, 2022
D
$ / shares
shares
|
Dec. 31, 2021
shares
|
|
| Class of Warrant or Right [Line Items] | ||
| Trading days determining volume weighted average price | 10 days | |
| Threshold business days for providing final fair market value to warrant holders | 1 | |
| Maximum warrants exercise price for cashless basis | $ / shares | $ 0.361 | |
| Public Warrants | ||
| Class of Warrant or Right [Line Items] | ||
| Public Warrants exercisable term after the completion of a business combination | 30 days | |
| Public Warrants exercisable term from the closing of the public offering | 1 year | |
| Public Warrants expiration term | 5 years | |
| Maximum period after business combination in which to file registration statement | 15 days | |
| Maximum threshold period for registration statement to become effective after business combination | 60 days | |
| Redemption period | 30 days | |
| Trading days determining volume weighted average price | 20 days | |
| Share price | $ / shares | $ 9.20 | |
| Percentage of gross proceeds on total equity proceeds | 60.00% | |
| Number of warrants outstanding | shares | 7,187,500 | |
| Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
| Class of Warrant or Right [Line Items] | ||
| Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18.00 | |
| Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
| Minimum threshold written notice period for redemption of public warrants | 30 days | |
| Threshold trading days for redemption of public warrants | 20 | |
| Threshold consecutive trading days for redemption of public warrants | 30 | |
| Threshold number of business days before sending notice of redemption to warrant holders | 3 | |
| Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
| Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
| Class of Warrant or Right [Line Items] | ||
| Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 10.00 | |
| Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.10 | |
| Minimum threshold written notice period for redemption of public warrants | 30 days | |
| Threshold trading days for redemption of public warrants | 20 | |
| Threshold consecutive trading days for redemption of public warrants | 30 | |
| Threshold number of business days before sending notice of redemption to warrant holders | 3 | |
| Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% | |
| Private Placement Warrants | ||
| Class of Warrant or Right [Line Items] | ||
| Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
| Number of warrants outstanding | shares | 4,456,250 | |
| Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
| Class of Warrant or Right [Line Items] | ||
| Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18.00 | |
| Threshold trading days for redemption of public warrants | 20 | |
| Threshold consecutive trading days for redemption of public warrants | 30 |
SHAREHOLDERS' DEFICIT - Preference shares (Details) - $ / shares |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| SHAREHOLDERS' DEFICIT | ||
| Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
| Preferred shares, shares issued | 0 | 0 |
| Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' DEFICIT - Ordinary shares (Details) |
6 Months Ended | ||||
|---|---|---|---|---|---|
|
Jun. 30, 2022
Vote
$ / shares
shares
|
Aug. 12, 2022
shares
|
Mar. 31, 2022
shares
|
Dec. 31, 2021
$ / shares
shares
|
Apr. 30, 2021
shares
|
|
| Class of Stock [Line Items] | |||||
| Common shares, votes per share | Vote | 1 | ||||
| Common shares, shares outstanding (in shares) | 5,889,808 | ||||
| Class A ordinary shares | |||||
| Class of Stock [Line Items] | |||||
| Common shares, shares authorized (in shares) | 479,000,000 | 479,000,000 | |||
| Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
| Common shares, votes per share | Vote | 1 | ||||
| Common shares, shares issued (in shares) | 14,375,000 | 14,375,000 | |||
| Common shares, shares outstanding (in shares) | 0 | 0 | |||
| Class A ordinary shares subject to possible redemption | |||||
| Class of Stock [Line Items] | |||||
| Class A ordinary shares subject to possible redemption (in shares) | 14,375,000 | 14,375,000 | 14,375,000 | ||
| Class B ordinary shares | |||||
| Class of Stock [Line Items] | |||||
| Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
| Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
| Common shares, votes per share | Vote | 1 | ||||
| Common shares, shares issued (in shares) | 3,593,750 | 3,593,750 | |||
| Common shares, shares outstanding (in shares) | 3,593,750 | 3,593,750 | 3,593,750 | ||
| Number of Class A common stock issued upon conversion of each share (in shares) | 1 | ||||
| Aggregated shares issued upon converted basis (in percent) | 20.00% |
FAIR VALUE MEASUREMENT (Details) - USD ($) |
Aug. 12, 2022 |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|---|
| Assets: | |||
| Marketable securities held in Trust Account | $ 23,400,000 | $ 146,483,067 | $ 145,193,306 |
| Liabilities | |||
| Warrant liabilities | 1,891,038 | 8,850,688 | |
| Fair value transfers | |||
| Transfer from Level 1 to Level 2 | 0 | ||
| Transfer from Level 2 to Level 1 | 0 | ||
| Transfer from Level 1 to Level 2 | 0 | ||
| Recurring | Public Warrants | |||
| Liabilities | |||
| Warrant liabilities | 1,178,038 | 5,463,938 | |
| Recurring | Private Placement Warrants | |||
| Liabilities | |||
| Warrant liabilities | 713,000 | 3,386,750 | |
| U.S. Treasury Securities | Recurring | |||
| Assets: | |||
| Marketable securities held in Trust Account | $ 146,483,067 | $ 145,193,306 | |
| Level 1 | Public Warrants | |||
| Fair value transfers | |||
| Quoted price of warrant | $ 0.16 | $ 0.76 | |
| Level 1 | Recurring | Public Warrants | |||
| Liabilities | |||
| Warrant liabilities | $ 1,178,038 | $ 5,463,938 | |
| Level 1 | U.S. Treasury Securities | Recurring | |||
| Assets: | |||
| Marketable securities held in Trust Account | 146,483,067 | 145,193,306 | |
| Level 3 | Recurring | Private Placement Warrants | |||
| Liabilities | |||
| Warrant liabilities | $ 713,000 | $ 3,386,750 |
FAIR VALUE MEASUREMENT - Level 3 Fair Value Measurements Inputs (Details) - Private Placement Warrants |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Stock price | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Derivative Liability, Measurement Input | 10.09 | 10.00 |
| Exercise price | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Derivative Liability, Measurement Input | 11.50 | 11.50 |
| Expected term (in years) | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Derivative Liability, Measurement Input | 4.50 | 5.08 |
| Volatility | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Derivative Liability, Measurement Input | 1.6 | 12.0 |
| Risk-free rate | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Derivative Liability, Measurement Input | 3.0 | 1.3 |
FAIR VALUE MEASUREMENT - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) |
1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|---|---|
Jan. 31, 2021 |
Mar. 31, 2021 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
| Gain (loss) on change in fair value of warrant liabilities | $ (2,542,213) | $ 2,517,062 | $ (6,959,650) | $ 2,517,062 | |||
| Level 3 | |||||||
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
| Fair value at Beginning balance | 4,433,251 | $ 8,850,688 | 8,850,688 | ||||
| Change in fair value | (2,542,213) | (4,417,437) | |||||
| Fair value as of Ending balance | 1,891,038 | 4,433,251 | 1,891,038 | ||||
| Gain (loss) on change in fair value of warrant liabilities | $ 2,517,062 | $ 2,517,062 | 2,542,213 | $ 2,517,062 | 6,959,650 | ||
| Private Placement Warrants | Level 3 | |||||||
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
| Fair value at Beginning balance | 1,737,938 | 3,386,750 | 3,386,750 | ||||
| Change in fair value | (1,024,938) | (1,648,812) | |||||
| Fair value as of Ending balance | 713,000 | 1,737,938 | 713,000 | ||||
| Public Warrants | Level 3 | |||||||
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
| Fair value at Beginning balance | 2,695,313 | 5,463,938 | 5,463,938 | ||||
| Change in fair value | (1,517,275) | (2,768,625) | |||||
| Fair value as of Ending balance | $ 1,178,038 | $ 2,695,313 | $ 1,178,038 | ||||
SUBSEQUENT EVENTS (Details) |
6 Months Ended | |||||
|---|---|---|---|---|---|---|
|
Aug. 17, 2022
USD ($)
|
Aug. 15, 2022
USD ($)
item
$ / shares
|
Aug. 12, 2022
USD ($)
item
shares
|
Jun. 30, 2022
USD ($)
|
Jun. 30, 2021
USD ($)
|
Dec. 31, 2021
USD ($)
|
|
| Subsequent Event [Line Items] | ||||||
| Number of shares redeemed | shares | 12,078,942 | |||||
| Redemption value | $ 123,300,000 | |||||
| Marketable securities held in Trust Account | $ 23,400,000 | $ 146,483,067 | $ 145,193,306 | |||
| Cash deposited into Trust Account | $ 1,078,125 | $ 145,187,500 | ||||
| Trust amendment agreement | ||||||
| Subsequent Event [Line Items] | ||||||
| Number of times combination period can be extended | item | 12 | |||||
| Number of months for extension each time | 1 month | |||||
| Charter amendment agreement | ||||||
| Subsequent Event [Line Items] | ||||||
| Number of times combination period can be extended | item | 12 | |||||
| Number of months for extension each time | 1 month | |||||
| Maximum | Trust amendment agreement | ||||||
| Subsequent Event [Line Items] | ||||||
| Amount deposited into trust account for each extension period | $ 120,000 | |||||
| Sponsor | ||||||
| Subsequent Event [Line Items] | ||||||
| Cash deposited into Trust Account | $ 80,362.03 | |||||
| Subsequent Event | ||||||
| Subsequent Event [Line Items] | ||||||
| Number of shares redeemed | shares | 12,078,942 | |||||
| Net trust account balance | $ 23,433,966.14 | |||||
| Marketable securities held in Trust Account | $ 23,433,966.14 | |||||
| Subsequent Event | Trust amendment agreement | ||||||
| Subsequent Event [Line Items] | ||||||
| Number of times combination period can be extended | item | 12 | |||||
| Number of months for extension each time | 1 month | |||||
| Subsequent Event | Charter amendment agreement | ||||||
| Subsequent Event [Line Items] | ||||||
| Number of times combination period can be extended | item | 12 | |||||
| Number of months for extension each time | 1 month | |||||
| Subsequent Event | Maximum | Trust amendment agreement | ||||||
| Subsequent Event [Line Items] | ||||||
| Amount deposited into trust account for each extension period | $ 120,000 | |||||
| Subsequent Event | Class A ordinary shares | Maximum | Trust amendment agreement | ||||||
| Subsequent Event [Line Items] | ||||||
| Share Price | $ / shares | $ 0.035 | |||||