QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
(Address of principal executive offices) |
(Zip Code) |
Title of each Class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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, |
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each whole warrant exercisable for |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page | ||||||
No. | ||||||
1 | ||||||
Item 1. |
Financial Statements (Unaudited) | 1 | ||||
Condensed Balance Sheets | 1 | |||||
Condensed Statements of Operations | 2 | |||||
Condensed Statements of Changes in Stockholders’ Deficit | 3 | |||||
Condensed Statement of Cash Flows | 4 | |||||
Notes to Condensed Financial Statements | 5 | |||||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 | ||||
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 25 | ||||
Item 4. |
Controls and Procedures | 25 | ||||
26 | ||||||
Item 1. |
Legal Proceedings | 26 | ||||
Item 1A. |
Risk Factors | 26 | ||||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities | 26 | ||||
Item 3. |
Defaults Upon Senior Securities | 26 | ||||
Item 4. |
Mine Safety Disclosures | 26 | ||||
Item 5. |
Other Information | 26 | ||||
Item 6. |
Exhibits | 27 | ||||
28 |
Item 1. | Financial Information |
June 30, | December 31, | |||||||
2022 | 2021 | |||||||
ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Long-term prepaid expenses |
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Cash held-in Trust Account |
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Total Assets |
$ | |
$ | |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities |
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Accounts payable and accrued liabilities |
$ | $ | ||||||
Due to Related party |
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Total Current Liabilities |
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Derivative Forward purchase liability |
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Derivative Warrant liabilities |
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Deferred underwrite fee payable |
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Total Liabilities |
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COMMITMENTS AND CONTINGENCIES (NOTE 6) |
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Class A common stock subject to possible redemption; |
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STOCKHOLDERS’ DEFICIT |
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Preferred shares, $ |
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Class A common stock, $ |
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Class B Common Stock, par value $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total Stockholders’ Deficit |
( |
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Total Liabilities and Stockholders’ Deficit |
$ | $ | ||||||
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For the three months ended | For the six months ended June 30, 2022 |
From March 5, 2021 (inception) to June 30, 2021 |
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June 30, 2022 | June 30, 2021 | |||||||||||||||
Operating Expenses |
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General and administrative |
$ | $ | $ | $ | ||||||||||||
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Total operating expenses |
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Other Income (Expenses) |
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Change in fair value of derivative warrant liabilities |
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Change in fair value of derivative forward purchase liability |
( |
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Income from investments held in Trust Account |
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Total other income (expenses), net |
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Net (Loss) Income |
$ | $ | ( |
) | $ | $ | ( |
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Basic & diluted net income (loss) per share (Class A) |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
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Weighted average number of ordinary shares-basic and diluted (Class A) |
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Basic & diluted net loss per share (Class B) |
$ | $ | ( |
) | $ | $ | ( |
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Weighted average number of ordinary shares-basic and diluted (Class B) 1 |
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1. | For the period from March 5, 2021 (inception) to June 30, 2021, this excludes an aggregate of |
Common Stock |
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Class A |
Class B |
Additional |
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Paid-in |
Accumulated |
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Shares |
Amount |
Share |
Amount |
Capital |
Deficit |
Total |
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Balance, March 5, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
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Share issuance – Class B 1 |
— |
— |
— |
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Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
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March 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
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June 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Common Stock |
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Class A |
Class B |
Additional |
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Paid-in |
Accumulated |
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Shares |
Amount |
Share |
Amount |
Capital |
Deficit |
Total |
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Balance, December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
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March 31, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
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June 30, 2022 |
$ |
$ |
$ |
$ |
( |
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$ |
( |
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1. | Includes an aggregate of |
Six months ended June 30, 2022 |
From March 5, 2021 (inception) to June 30, 2021 |
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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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Change in fair value of derivative forward purchase liability |
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Change in fair value of warrant liabilities |
( |
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Income from investments held in Trust Account |
( |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable and accrued liabilities |
( |
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Due to related party |
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Net cash used in operating activities |
$ | ( |
) | $ | ( |
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Cash flows from financing activities: |
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Proceeds from issuance of common shares to Sponsor |
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Proceeds from promissory note from related parties |
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Payment of offering costs |
( |
) | ||||||
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Net cash provided by financing activities |
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Net change in cash |
( |
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Cash, beginning of period |
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Cash, end of period |
$ | $ | ||||||
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Supplemental Disclosures of Noncash Financing Activities Accrued deferred offering costs |
$ | $ | ||||||
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• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Gross proceeds from IPO |
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Less: |
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Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary share issuance costs |
( |
) | ||
Plus: |
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Accretion of carrying value to redemption value |
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Class a ordinary shares subject to redemption |
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• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of 30 -day |
• | if, and only if, the last reported sale price of Class A common stock equals or exceeds $ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Public Warrants |
$ | $ | $ | |||||||||
Private Placement Warrants |
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Warrant Liability |
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Forward Purchase Agreement Liability |
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Total |
$ | $ | $ | |||||||||
Inputs |
Public Warrant | Private Placement Warrant |
Forward Purchase Units |
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Exercise price |
$ | $ | $ | |||||||||
Volatility |
% | % | % | |||||||||
Expected term |
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Risk-free rate |
% | % | % | |||||||||
Probability of acquisition |
% | % | % | |||||||||
Dividend yield |
% | % | % |
Inputs |
Public Warrant | Private Placement Warrant |
Forward Purchase Units |
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Exercise price |
$ | $ | $ | |||||||||
Volatility |
% | % | % | |||||||||
Expected term |
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Risk-free rate |
% | % | % | |||||||||
Probability of acquisition |
% | % | % | |||||||||
Dividend yield |
% | % | % |
Inputs |
Private Placement Warrant |
Forward Purchase Units |
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Exercise price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Expected term |
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Risk-free rate |
% | % | ||||||
Probability of acquisition |
% | % | ||||||
Dividend yield |
% | % |
Private Placement |
Public Warrant |
Total Warrant Liability |
Forward Purchase Agreement |
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Fair value as of December 31, 2021 |
$ | $ | ||||||||||||||
Change in fair value of warrant liabilities |
( |
) | ( |
) | ( |
) | ||||||||||
Fair value as of June 30, 2022 |
$ | $ | ||||||||||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
• | may significantly dilute the equity interest of investors in this offering; |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our common stock, rights, and/or warrants. Similarly, if we issue debt securities, it could result in: |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of such covenants; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions, and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry, and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes, and other disadvantages compared to our competitors who have less debt. |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. | Controls and Procedures |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors. |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Mine Safety Disclosures |
Item 5. | Other Information |
Item 6. | Exhibits. |
* | Filed herewith. |
** | Furnished. |
FINTECH ECOSYSTEM DEVELOPMENT CORP. | ||||||
Date: August 12 , 2022 |
By: | /s/ Jenny Junkeer | ||||
Name: | Jenny Junkeer | |||||
Title: | Chief Financial Officer |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Saiful Khandaker, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of Fintech Ecosystem Development Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [Omitted]; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: August 12, 2022 | By: | /s/ Saiful Khandaker | ||||
Saiful Khandaker | ||||||
Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jenny Junkeer, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of Fintech Ecosystem Development Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [Omitted]; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: August 12, 2022 |
By: |
/s/ Jenny Junkeer | ||||
Jenny Junkeer | ||||||
Chief Financial Officer (Principal Financial 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 Fintech Ecosystem Development Corp. (the Company) on Form 10-Q for the quarter ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the Report), I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 12, 2022 | By: | /s/ Saiful Khandaker | ||||
Saiful Khandaker | ||||||
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 Fintech Ecosystem Development Corp. (the Company) on Form 10-Q for the quarter ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the Report), I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 12, 2022 | By: | /s/ Jenny Junkeer | ||||
Jenny Junkeer | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer) |
CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares |
Jun. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Preferred Stock, Par or Stated 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 Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 57,500 | 57,500 |
Common Stock, Shares, Outstanding | 57,500 | 57,500 |
Temproary equity shares authorized | 11,500,000 | 11,500,000 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 2,875,000 | 2,875,000 |
Common Stock, Shares, Outstanding | 2,875,000 | 2,875,000 |
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) |
3 Months Ended | 4 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2021 |
Jun. 30, 2022 |
|||
Operating Expenses | ||||||
General and administrative | $ 324,041 | $ 82 | $ 933 | $ 529,984 | ||
Total operating expenses | 324,041 | 82 | 933 | 529,984 | ||
Other Income (Expenses) | ||||||
Change in fair value of derivative warrant liabilities | 876,323 | 0 | 0 | 2,585,063 | ||
Change in fair value of derivative forward purchase liability | 110,823 | 0 | 0 | (50,208) | ||
Income from investments held in Trust Account | 156,845 | 0 | 0 | 168,541 | ||
Total other income (expenses), net | 1,143,991 | 0 | 0 | 2,703,396 | ||
Net (Loss) Income | $ 819,950 | $ (82) | $ (933) | $ 2,173,412 | ||
Common Class A [Member] | ||||||
Other Income (Expenses) | ||||||
Diluted, net income (loss) per share | $ 0.06 | $ 0 | $ 0 | $ 0.15 | ||
Basic, net income (loss) per share | $ 0.06 | $ 0 | $ 0 | $ 0.15 | ||
Weighted average number of ordinary shares-basic | 11,557,500 | 0 | 0 | 11,557,500 | ||
Weighted average number of ordinary shares-Diluted | 11,557,500 | 0 | 0 | 11,557,500 | ||
Common Class B [Member] | ||||||
Other Income (Expenses) | ||||||
Diluted, net income (loss) per share | $ 0.06 | $ 0 | $ 0 | $ 0.15 | ||
Basic, net income (loss) per share | $ 0.06 | $ 0 | $ 0 | $ 0.15 | ||
Weighted average number of ordinary shares-basic | [1] | 2,875,000 | 2,500,000 | 2,500,000 | 2,875,000 | |
Weighted average number of ordinary shares-Diluted | [1] | 2,875,000 | 2,500,000 | 2,500,000 | 2,875,000 | |
|
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - shares |
1 Months Ended | 4 Months Ended |
---|---|---|
Mar. 31, 2021 |
Jun. 30, 2021 |
|
Over-Allotment Option [Member] | ||
Common shares subject to forfeiture | 375,000 | 375,000 |
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) |
Total |
Additional Paid-in Capital [Member] |
Accumulated Deficit [Member] |
Common Class A [Member]
Common Stock [Member]
|
Common Class B [Member]
Common Stock [Member]
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Beginning balance at Mar. 04, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance, Shares at Mar. 04, 2021 | 0 | 0 | |||||
Share issuance | [1] | 25,000 | 24,712 | $ 288 | |||
Share issuance, Shares | [1] | 2,875,000 | |||||
Net income (loss) | (851) | (851) | |||||
Ending balance at Mar. 31, 2021 | 24,149 | 24,712 | (851) | $ 0 | $ 288 | ||
Ending balance, Shares at Mar. 31, 2021 | 0 | 2,875,000 | |||||
Beginning balance at Mar. 04, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | ||
Beginning balance, Shares at Mar. 04, 2021 | 0 | 0 | |||||
Net income (loss) | (933) | ||||||
Ending balance at Jun. 30, 2021 | 24,067 | 24,712 | (933) | $ 0 | $ 288 | ||
Ending balance, Shares at Jun. 30, 2021 | 0 | 2,875,000 | |||||
Beginning balance at Mar. 31, 2021 | 24,149 | 24,712 | (851) | $ 0 | $ 288 | ||
Beginning balance, Shares at Mar. 31, 2021 | 0 | 2,875,000 | |||||
Net income (loss) | (82) | (82) | |||||
Ending balance at Jun. 30, 2021 | 24,067 | 24,712 | (933) | $ 0 | $ 288 | ||
Ending balance, Shares at Jun. 30, 2021 | 0 | 2,875,000 | |||||
Beginning balance at Dec. 31, 2021 | (8,609,824) | 0 | (8,610,118) | $ 6 | $ 288 | ||
Beginning balance, Shares at Dec. 31, 2021 | 57,500 | 2,875,000 | |||||
Net income (loss) | 1,353,462 | 1,353,462 | |||||
Ending balance at Mar. 31, 2022 | (7,256,362) | 0 | (7,256,656) | $ 6 | $ 288 | ||
Ending balance, Shares at Mar. 31, 2022 | 57,500 | 2,875,000 | |||||
Beginning balance at Dec. 31, 2021 | (8,609,824) | 0 | (8,610,118) | $ 6 | $ 288 | ||
Beginning balance, Shares at Dec. 31, 2021 | 57,500 | 2,875,000 | |||||
Net income (loss) | 2,173,412 | ||||||
Ending balance at Jun. 30, 2022 | (6,436,412) | 0 | (6,436,706) | $ 6 | $ 288 | ||
Ending balance, Shares at Jun. 30, 2022 | 57,500 | 2,875,000 | |||||
Beginning balance at Mar. 31, 2022 | (7,256,362) | 0 | (7,256,656) | $ 6 | $ 288 | ||
Beginning balance, Shares at Mar. 31, 2022 | 57,500 | 2,875,000 | |||||
Net income (loss) | 819,950 | 819,950 | |||||
Ending balance at Jun. 30, 2022 | $ (6,436,412) | $ 0 | $ (6,436,706) | $ 6 | $ 288 | ||
Ending balance, Shares at Jun. 30, 2022 | 57,500 | 2,875,000 | |||||
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CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) (Parenthetical) - shares |
1 Months Ended | 4 Months Ended |
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Mar. 31, 2021 |
Jun. 30, 2021 |
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Over-Allotment Option [Member] | ||
Common shares subject to forfeiture | 375,000 | 375,000 |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN |
6 Months Ended |
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Jun. 30, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Fintech Ecosystem Development Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on March 5, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the financial technology development industry. On June 30, 2022, the Company had not yet commenced any operations. All activity from March 5, 2021 (inception) through June 30, 2022, relates to the Company’s formation, general operating expenses, the search for a target business with which to consummate an initial business combination and the Initial Public Offering (the “Initial Public Offering” or “IPO”) as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year-end. 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. The Company’s sponsor is Revofast LLC, a Wyoming limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 18, 2021, and on October 21, 2021. On October 21, 2021, the Company consummated its Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $115,000,000, and incurring offering costs of $6,061,368, of which $3,737,500 was for deferred underwriting commissions (see Note 6). In addition, the Company granted the underwriter a 45-day option to purchase an additional 1,500,000 Units at the Initial Public Offering price to cover over-allotments, if any. Simultaneous with the close of the Initial Public Offering, the over-allotment option was exercised in full. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 3,900,250 warrants (the “Private Placement Warrants”) to the Sponsor, for $1.00 per Private Placement Warrant, generating total gross proceeds of $3,900,250 (the “Private Place”) (see Note 4). Following the closing of the Initial Public Offering on October 21, 2021, an amount of $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s Stockholders, as described below. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Class A Common Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 seeking redemption rights with respect to 15% or more of the Class A Common Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their Class A Common Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per 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). The per-share amount to be distributed to public stockholders who redeem their Class A Common Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, 470-20. The Class A common stock is subject to ASC 480-10-S99. paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B Common Stock, the Class A Common Shares underlying the Private Placement Warrants and any Class A Common Shares purchased during or after the Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Class A Common Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B Common Stock) and into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Class B Common Stock and Private Placement Warrants (including underlying Class A Common Shares) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Class A Common Shares purchased during or after the Offering if the Company fails to complete its Business Combination. The Company will have until 12 months (or 15 or 18 months, depending on whether we elect to extend the initial 12-month term for up to two additional three-month terms) from the effective date of the registration statement to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than thereafter, redeem 100% of the outstanding Class A Common Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Class A Common Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Class A Common Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses, 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. Liquidity and Capital Resources As of June 30, 2022, the Company had $18,516 in its operating bank account, $116,320,654 in its trust account, and working capital of approximately $15,707. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 5), and a loan from the Sponsor of approximately $141,768 under the Note (as defined in Note 5). The $141,748 loan was fully repaid during 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of June 30, 2022, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management does not believe that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company believes it may need to raise additional funds in order to meet the expenditures required for operating the business. Furthermore, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the Initial Business Combination or to redeem a significant number of our public shares upon completion of the Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in what ever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. There is no assurance that the Company’s plans to consummate an Initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating 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, close of the Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. 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. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 10-K, as filed with the SEC on March 28, 2022. In the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022, and its results of operations and cash flows for the six-month period then ended. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 apply 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 stockholder 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 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 an 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 a comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As a result, the Company had cash of $18,516 and no cash equivalents on June 30, 2022. The Company had cash of $612,750 and no cash equivalents on December 31, 2021. Cash Held in Trust Account As of June 30, 2022 and December 31, 2021, the Company had $116,320,654 and $116,152,113 cash held in the Trust Account, respectively. Deferred offering costs Deferred offering costs consist of legal, accounting, underwriting fees, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and charged to stockholder’s equity upon the completion of the Initial Public Offering. If the Initial Public Offering were unsuccessful, these deferred costs and additional expenses incurred would have been charged to operations. Income taxes The Company complies with the accounting and reporting requirements of A.S.C. Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. In addition, valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A.S.C. Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as an 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 resulting in significant payments, accruals, or material deviation from its position. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has been subject to income tax examinations by major taxing authorities since its inception. Net income (loss) per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,650,250 shares of Class A Common Stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022 and the three months ended June 30, 2021 and the period from March 5, 2021 (inception) to June 30, 2021 respectively. Accretion associated with the redeemable Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. On June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 5,750,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 3,900,250 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo or Black-Scholes simulation model at each measurement date. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ deficit upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption All of the 11,500,000 shares of Class A common stock sold as part of the Units in the 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 stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, 11,500,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The ordinary shares reflected on the balance sheet are reconciled in the following table:
Recent accounting standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions required for equity-linked contracts to qualify for scope exception. In addition, it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has adopted this standard and there was no significant impact to the financial statement as a result of this adoption. Outside of the above, management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
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INITIAL PUBLIC OFFERING |
6 Months Ended |
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Jun. 30, 2022 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On October 21, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously, the underwriters exercised over-allotments, purchasing 1,500,000 additional Units, generating gross proceeds of $15,000,000. Each Unit consists of one share of Class A Common Stock, one-half of one Public Warrant, and one Public Right. Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (see Note 7). Each Public Right entitles the holder to receive h The Company incurred offering costs related to the Initial Public Offering of $6,061,368, of which $1,437,500 was for underwriting fees, $3,737,500 was for deferred underwriting commissions, and $886,368 was for other offering costs.
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PRIVATE PLACEMENT |
6 Months Ended |
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Jun. 30, 2022 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased an aggregate of 3,900,250 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($3,900,250 in the aggregate). The excess of the proceeds over the fair value of the Private Placement Warrants has been recognized as a capital contribution from the Sponsor. Each Private Placement Warrant is exercisable to purchase one share of Class A Common Stock 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 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 Class A Common Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
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RELATED PARTY TRANSACTIONS |
6 Months Ended |
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Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Class B Common Stock On March 8, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock (“Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. In addition, such Founder Shares includes an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor and initial stockholders will collectively own 20% of the Company’s issued and outstanding shares after the Offering (assuming our Sponsor and initial stockholders do not purchase any Class A Common Shares in the Offering and excluding the Private Placement Warrants and underlying securities). On March 27, 2021, the Sponsor sold 15,000 Founder Shares to the Chief Financial Officer, Jenny Junkeer, and 10,000 Founder Shares to each of the Company’s three independent directors, Michael Tomczyk, Robin Meister, and Lynn Perkins, in each case, at a price of $0.009 per share, the same price at which the Sponsor purchased such Founder Shares from the Company. Thus, after giving effect to the issuance of Founder Shares, our Sponsor and initial stockholders will collectively own approximately 20% of the outstanding common stock following the offering, assuming they do not purchase any units in this offering or the public market. Additionally, as consideration for financial advisory services rendered in connection with this offering, on March 11, 2021, ARC Capital received 50,000 shares of Class B Common Stock from our Sponsor at a price of $0.009 per share. The Founder Shares held by the independent directors and financial advisor are not subject to forfeiture in the event that the underwriters’ over-allotment is not exercised. The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to 50% of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Class B common stock, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Promissory Note On March 8, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $400,000, of which $141,768 was borrowed by the Company during 2021. The Note was non-interest bearing and was fully repaid during 2021. Administrative services agreement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $5,000 per month for these services. Related party loans To finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants (“Working Capital Warrants”) at a price of $1.50 per Working Capital Warrant. The Working Capital Warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Forward Purchase Agreement In connection with the IPO, the Company entered into a forward purchase agreement with Caltech Trading Corp., providing for the purchase by Caltech Trading Corp. of an aggregate of 9,000,000 forward purchase units at a purchase price of $10.00 per unit. The purchase of the Forward Purchase Units will occur concurrently and only in connection with the closing of the Business Combination. The terms and provisions of the forward purchase warrants to be issued as part of the forward purchase units are identical to those of the Private Placement Warrants. Representative Shares In connection with the IPO, the Company issued the Representative 57,500 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (or up to 18 months, if applicable) from the Closing of the Offering. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.
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COMMITMENTS AND CONTINGENCIES |
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Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration rights The holders of shares Class B Common Stock, Private Placement Warrants (and underlying securities), and any securities issued in payment of working capital loans made to the Company will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Public Offering. The majority of these securities holders are entitled to make up to two demands that the Company registers such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these Common Stock are to be released from escrow. The holders of a majority of the Private Placement Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven year period beginning on the effective date of the Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Public Offering, and the underwriters and/ or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Public Offering. Underwriting agreement The Underwriter purchased the 1,500,000 of additional Units to cover over-allotments, less the underwriting discounts and commissions. The underwriters received a cash underwriting discount of one and one-quarter percent (1.25%) of the gross proceeds of the Initial Public Offering, or $1,437,500 as the underwriters’ over-allotment was exercised in full. In addition, upon closing of the Business Combination, the underwriters are entitled to a deferred fee of three and one-quarter percent (3.25%) of the gross proceeds of the Initial Public Offering, or $3,737,500 as the underwriters’ over- allotment was exercised in full. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Right of First Refusal For a period beginning on the closing of this offering and ending on the earlier of the twelve (12) month anniversary of the closing of a Business Combination or the three year anniversary of the effective date of the registration statement, we have granted EF Hutton a right of first refusal to act as lead-left book-running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.
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DERIVATIVE FINANCIAL INSTRUMENTS |
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DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |||||||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS Warrant Liability Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. The Public Warrants will become exercisable on the date that is 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless Class A common stock issuable upon such Public 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 Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Public Warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies 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 Public 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, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $11.50 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Class A common stock during the 10-trading day period starting on the trading day after to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Description of Securities—Warrants— Public Stockholders’ Warrants—Redemption of warrants when the price per share of Class A common stock 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 will be adjusted (to the nearest cent) to be equal to the higher of the market value and the Newly Issued Price. The Company may call the Public Warrants for redemption:
If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and the number of shares of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a stock dividend or recapitalization, reorganization, merger, or consolidation. However, the Public Warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period or during any Extension Period, and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the Private Placement Warrants and the Class A Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the 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 (except as set forth above). 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. The Company accounted for the 9,650,250 warrants issued in connection with the Initial Public Offering (including 5,750,000 Public Warrants and 3,900,250 Private Placement Warrants as the underwriters’ over-allotment option was exercised and assuming no extension warrants or working capital warrants are issued) 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 warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A Common Stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per common stock, and (ii) in all other cases, the volume-weighted average price of the common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination. The Company believes that the adjustments to the exercise price of the warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon closing the Public Offering. Accordingly, the Company will classify its Public Warrant, Private Placement Warrant as a liability at its fair value, and the warrants will be estimated using a valuation model prepared by an outside valuation firm. The valuation model uses inputs such as assumed share prices, volatility, discount factors, and other assumptions and may not reflect the price at which they can be settled. This liability is subject to remeasurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to 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. Forward Purchase Agreement On July 16, 2021, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Caltech Trading Corp., an anchor investor. Pursuant to the Forward Purchase Agreement, Caltech Trading Corp. will agree to purchase a minimum of 8,000,000 units and a maximum of 9,000,000 units (the “Forward Purchase Units”), with each Forward Purchase Unit consisting of one share of Class A common stock (a “Forward Purchase Share”), one right to receive one-tenth (1/10) of one share of its Class A common stock (a “Forward Purchase Right”) and one-half of one warrant to purchase one share of Class A common stock (a “Forward Purchase Warrant”), at a price of $10.00 per Forward Purchase Unit, for a minimum aggregate purchase price of $80.0 million and a maximum aggregate purchase price of up to $90.0 million. The shares of Class A common stock to be issued under the Forward Purchase Agreement will have no redemption rights and no right to liquidate distributions from the Trust Account. The Forward Purchase Shares, the Forward Purchase Rights and Forward Purchase Warrants will be identical to the shares of Class A Common Stock, the Public Rights, and the Public Warrants, respectively, included in the Public Units to be sold in the Offering. The purchase of the Forward Purchase Units will occur concurrently and only in connection with the closing of the Business Combination. The Forward Purchase Shares, Forward Purchase Rights and Forward Purchase Warrants (and the shares of Class A common stock underlying such securities) are subject to registration rights. Caltech’s Trading commitment under the Forward Purchase Agreement is subject to customary closing conditions, including that the Business Combination must be consummated substantially concurrently with the purchase of the Forward Purchase Units. The obligations of Caltech Trading under the Forward Purchase Agreement do not depend on whether any Class A common shares held by public shareholders are redeemed by the Company. The Company accounted for the Forward Purchase Agreement in accordance with the guidance in ASC
815-40 and accounts for such agreement as a derivative liability. The liability is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statement of operations. |
FAIR VALUE OF FINANCIAL INSTRUMENTS |
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FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents information about the Company’s derivative warrant liabilities and forward purchase agreement liability that are measured at fair value on a recurring basis as of June 30, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:
The estimated fair value of the public warrant liabilities and Forward Purchase Agreement is determined using Level 3 inputs. Inherent in a Monte Carlo or Black-Scholes simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies 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 remaining at zero. The following table presents information about the Company’s liabilities that are measured at fair value at October 21, 2021 (Initial Public Offering date).
The following table presents information about the Company’s liabilities that are measured at fair value at December 31, 2021.
The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2022.
The change in the fair value of the derivative warrant liabilities is summarized as follows:
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STOCKHOLDERS' EQUITY |
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STOCKHOLDERS' EQUITY | NOTE 9. STOCKHOLDER’S EQUITY Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At June 30, 2022 and December 31, 2021, there were no preferred shares issued or outstanding. Class A Common Stock The Company is authorized to issue 200,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 57,500 Class A Common Stock issued and outstanding excluding 11,500,000 shares subject to redemption. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. Holders of the Company’s Class B Common Stock are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 2,875,000 shares of Class B Common Stock issued and outstanding. Class B common stock will automatically convert into shares of Class A common stock at the time of the initial business combination on a one-for-one basis. Public Rights Each holder of a Public Right will be entitled to receive
one-tenth (1/10) of one share of Class A Common Stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon the exchange of the Public Rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the unit purchase price paid for by investors in the Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A Common Stock will receive in the transaction on an as-converted into Class A Common Stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). |
SUBSEQUENT EVENTS |
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SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. Based on this review, the Company did not identify any subsequent events through the date of the issuance of the financial statements that would have required disclosure or adjustment in the financial statements.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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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. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 10-K, as filed with the SEC on March 28, 2022. In the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022, and its results of operations and cash flows for the
six-month period then ended. |
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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 of 1933, as amended (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 apply 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 stockholder 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
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 an 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 a comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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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. As a result, the Company had cash of $18,516 and no cash equivalents on June 30, 2022. The Company had cash of $612,750 and no cash equivalents on December 31, 2021.
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Cash Held in Trust Account | Cash Held in Trust Account As of June 30, 2022 and December 31, 2021, the Company had $116,320,654 and $116,152,113 cash held in the Trust Account, respectively.
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Deferred offering costs | Deferred offering costs Deferred offering costs consist of legal, accounting, underwriting fees, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and charged to stockholder’s equity upon the completion of the Initial Public Offering. If the Initial Public Offering were unsuccessful, these deferred costs and additional expenses incurred would have been charged to operations.
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Income taxes | Income taxes The Company complies with the accounting and reporting requirements of A.S.C. Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. In addition, valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A.S.C. Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as an 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 resulting in significant payments, accruals, or material deviation from its position. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has been subject to income tax examinations by major taxing authorities since its inception.
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Net income (loss) per common share | Net income (loss) per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,650,250 shares of Class A Common Stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022 and the three months ended June 30, 2021 and the period from March 5, 2021 (inception) to June 30, 2021 respectively. Accretion associated with the redeemable Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value.
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Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. On June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account.
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Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
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Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
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Derivative financial instruments | Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 5,750,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 3,900,250 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC
815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo or Black-Scholes simulation model at each measurement date. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
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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
340-10-S99-1 non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ deficit upon the completion of the Initial Public Offering. |
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Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 11,500,000 shares of Class A common stock sold as part of the Units in the 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 stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, 11,500,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The ordinary shares reflected on the balance sheet are reconciled in the following table:
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Recent accounting standards | Recent accounting standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions required for equity-linked contracts to qualify for scope exception. In addition, it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has adopted this standard and there was no significant impact to the financial statement as a result of this adoption. Outside of the above, management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Basic and Diluted Net Income (Loss) Per Share | The ordinary shares reflected on the balance sheet are reconciled in the following table:
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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s derivative warrant liabilities and forward purchase agreement liability that are measured at fair value on a recurring basis as of June 30, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:
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Summary of significant inputs to the black-scholes option pricing model for the fair value of the founder warrants | The following table presents information about the Company’s liabilities that are measured at fair value at October 21, 2021 (Initial Public Offering date).
The following table presents information about the Company’s liabilities that are measured at fair value at December 31, 2021.
The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2022.
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Summary of changes in the fair value of the company's level 3 financial instruments that are measured at fair value | The change in the fair value of the derivative warrant liabilities is summarized as follows:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($) |
6 Months Ended | ||
---|---|---|---|
Oct. 21, 2021 |
Jun. 30, 2022 |
Dec. 31, 2021 |
|
Cash | $ 18,516 | $ 612,750 | |
Cash Equivalents | 0 | 0 | |
Assets Held-in-trust | 116,320,654 | 116,152,113 | |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | $ 0 | |
Cash, FDIC insured amount | $ 250,000 | ||
Shares Issued | 1,500,000 | ||
Common Class A [Member] | |||
Temporary Equity, Shares Issued | 11,500,000 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Warrant as Derivative Liability | 3,900,250 | ||
IPO [Member] | |||
Shares Issued | 11,500,000 | ||
IPO [Member] | Common Class A [Member] | |||
Shares Issued | 10,000,000 | 11,500,000 | |
IPO [Member] | Warrant [Member] | |||
Number of Warrants Issued | 5,750,000 | ||
IPO [Member] | Warrant [Member] | Private Placement Warrants [Member] | Common Class A [Member] | |||
Number of Shares Purchased Against Warrants | 9,650,250 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) |
6 Months Ended | ||
---|---|---|---|
Oct. 21, 2021 |
Jun. 30, 2022 |
Dec. 31, 2021 |
|
Temporary Equity [Line Items] | |||
Gross proceeds from IPO | $ 115,000,000 | ||
Less: Proceeds allocated to Public Warrants | (1,380,000) | ||
Less: Class A ordinary share issuance costs | $ (6,061,368) | (6,309,800) | |
Plus: Accretion of carrying value to redemption value | 8,839,800 | ||
Class a ordinary shares subject to redemption | $ 116,150,000 | $ 116,150,000 |
PRIVATE PLACEMENT - Additional Information (Detail) - USD ($) |
6 Months Ended | |||
---|---|---|---|---|
Oct. 21, 2021 |
Jun. 30, 2022 |
Dec. 31, 2021 |
Oct. 31, 2021 |
|
Private Placement [Line Items] | ||||
Class of warrant or right, Number of securities called by each warrant or right | 0.1 | |||
Common Class A [Member] | ||||
Private Placement [Line Items] | ||||
Proceeds from issuance of warrants | $ 100,000,000 | |||
Private Placement Warrants [Member] | ||||
Private Placement [Line Items] | ||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | |||
Private Placement [Member] | Common Class A [Member] | ||||
Private Placement [Line Items] | ||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |||
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member] | ||||
Private Placement [Line Items] | ||||
Class of warrants or rights issued during period, Warrants | 3,900,250 | 3,900,250 | ||
Warrants issued, price per warrant | $ 1 | $ 1 | ||
Proceeds from issuance of warrants | $ 3,900,250 |
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Oct. 21, 2021
USD ($)
shares
|
Oct. 18, 2021
Demand
|
Jun. 30, 2022 |
Jun. 30, 2022 |
Oct. 31, 2021 |
|
Commitments And Contingencies [Line Items] | |||||
Number of months from closing of a business combination determing ending period | 12 months | ||||
Threshold years from the effective date of the registration statement determining right of first refusal | 3 years | ||||
Stock Issued During Period, Shares, New Issues | shares | 1,500,000 | ||||
Deferred Underwriting Commissions | $ 3,737,500 | ||||
Underwriting Fees | $ 1,437,500 | ||||
Percentage Of Underwriting Discount | 1.25% | ||||
Percentage Of Deferred Underwriting Discount | 3.25% | ||||
Registration Rights [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of demands that can be made | Demand | 2 | ||||
Period beginning on the effective date of the initial public offering during which demand registration can be made | 5 years | ||||
Commencing period determining registration rights exercise | 3 months | ||||
Period beginning on the effective date of the initial public offering during which participation take place | 7 years |
DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions |
6 Months Ended | ||
---|---|---|---|
Mar. 05, 2021 |
Jun. 30, 2022 |
Jul. 16, 2021 |
|
Derivative [Line Items] | |||
Minimum notice period to be given to the holders of warrant prior to redemption | 30 days | ||
Caltech Trading [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member] | |||
Derivative [Line Items] | |||
Price per unit to be issued pursuant to agreement | $ 10 | ||
Caltech Trading [Member] | Minimum [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member] | |||
Derivative [Line Items] | |||
Number of units to be issued pursuant to agreement | 8,000,000 | ||
Units To Be Issued Pursuant To Agreement Value | $ 80.0 | ||
Caltech Trading [Member] | Maximum [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member] | |||
Derivative [Line Items] | |||
Number of units to be issued pursuant to agreement | 9,000,000 | ||
Units To Be Issued Pursuant To Agreement Value | $ 90.0 | ||
Public Warrants [Member] | |||
Derivative [Line Items] | |||
Class of warrants or rights period after which the warrants are excercisable from the date of consummation of business combination | 30 days | ||
Percentage of warrants to be settled in shares for the price of warrants to be reduced | 70.00% | ||
Class of warrants or rights warrants issued during the period units | 9,650,250 | ||
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | |||
Derivative [Line Items] | |||
Class of warrants or rights term | 5 years | ||
Shares issued, price per share | $ 11.5 | ||
Percentage of proceeds from equity issuance to be used for consummating business combination | 60.00% | ||
Consecutive trading day period for determining the volume weighted average price per share | 10 days | ||
Weighted volume average price per share | $ 9.2 | ||
Adjusted exercise price of warrants percentage | 115.00% | ||
Adjusted share price percentage | 180.00% | ||
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | Share Price Trigerring Redemption Of Warrants One [Member] | |||
Derivative [Line Items] | |||
Share Price | $ 18 | ||
Class of warrants or rights redemption price per warrant | $ 0.01 | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | Share Price Trigerring Redemption Of Warrants Two [Member] | |||
Derivative [Line Items] | |||
Share Price | $ 10 | ||
Private Placement Warrants [Member] | |||
Derivative [Line Items] | |||
Class of warrants or rights lock in period | 30 days | ||
Common Class A [Member] | Public Warrants [Member] | |||
Derivative [Line Items] | |||
Period within which registration statement shall be filed with securities exchange commission from the date of consummation of initial business combination | 20 days | ||
Period within which registration statement shall be effective with securities exchange commission from the date of consummation of initial business combination | 60 days |
FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] |
Jun. 30, 2022
USD ($)
|
---|---|
Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | $ 575,000 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 2,323,151 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 575,000 |
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 546,035 |
Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 575,000 |
Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 546,035 |
Forward Purchase Agreement Liability [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Forward Purchase Agreement Liability [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Forward Purchase Agreement Liability [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial Liabilities Fair Value Disclosure | $ 1,777,116 |
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Significant Inputs to the Black-Scholes Option Pricing Model for the Fair Value of the Founder Warrants (Detail) |
Jun. 30, 2022
yr
|
Dec. 31, 2021
yr
|
Oct. 21, 2021
yr
|
---|---|---|---|
Exercise price | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | |
Exercise price | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | 11.5 |
Exercise price | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10 | 10 | 10 |
Volatility | Public Warrants [Member] | Postmerger [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 8.4 | 6.5 | |
Volatility | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 2.7 | 8.4 | 6.5 |
Volatility | Forward Purchase Units [Member] | Postmerger [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.2 | 8.4 | 6.5 |
Expected term | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.56 | 5.75 | |
Expected term | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.31 | 5.56 | 5.75 |
Expected term | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.31 | 0.56 | 0.75 |
Risk-free rate | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 1.3 | 1.33 | |
Risk-free rate | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 2.97 | 1.3 | 1.33 |
Risk-free rate | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 1.89 | 0.21 | 0.09 |
Probability of acquisition | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 100 | 100 | |
Probability of acquisition | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 60 | 100 | 100 |
Probability of acquisition | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 100 | 100 | 100 |
Dividend yield | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |
Dividend yield | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 |
Dividend yield | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 |
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value (Detail) - IPO [Member] |
6 Months Ended |
---|---|
Jun. 30, 2022
USD ($)
| |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value , opening balance | $ 1,521,098 |
Change in fair value of warrant liabilities | (975,063) |
Fair value , ending balance | 546,035 |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value , opening balance | 2,185,000 |
Change in fair value of warrant liabilities | (1,610,000) |
Fair value , ending balance | 575,000 |
Warrant [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value , opening balance | 3,706,098 |
Change in fair value of warrant liabilities | (2,585,063) |
Fair value , ending balance | 1,121,035 |
Forward Purchase Units [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value , opening balance | 1,726,908 |
Change in fair value of warrant liabilities | 50,208 |
Fair value , ending balance | $ 1,777,116 |
STOCKHOLDERS' EQUITY - Additional information (Detail) - $ / shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2022 |
Dec. 31, 2021 |
|
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Number Of Shares Entitles For Each Right Held | one-tenth (1/10) | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | |
Common Stock, Shares, Issued | 57,500 | 57,500 |
Common Stock, Shares, Outstanding | 57,500 | 57,500 |
Temporary equity shares outstanding | 11,500,000 | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | |
Common Stock, Shares, Issued | 2,875,000 | 2,875,000 |
Common Stock, Shares, Outstanding | 2,875,000 | 2,875,000 |
Common Stock Converted | one-for-one |
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