0001104659-22-127098 | S-4/A | XBRL Viewer

$ 0.03

$ 0.39

$ 0.70

$ 0.17

$ 0.62

Weighted average number of common shares outstanding - basic

$ 0.03

$ 0.39

$ 0.68

$ 0.17

Class B Ordinary shares

Other income:

^[1]

3,450,000

3,361,957

2,986,829

3,450,000

Weighted average number of common shares outstanding - diluted

3,450,000

3,248,049

3,450,000

$ 0.03

$ 0.39

$ 0.70

$ 0.17

$ 0.03

$ 0.39

$ 0.68

$ 0.17

$ 0.61

[1]

This number excludes up to 450,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriter fully exercised its over-allotment option on July 19, 2021; therefore, 450,000 Founder Shares were no longer subject to forfeiture (see Note 4).

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Class A Ordinary shares Ordinary Shares	Class B Ordinary shares Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Mar. 09, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Mar. 09, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor		$ 345	24,655		25,000
Issuance of Class B common stock to Sponsor (in shares)		3,450,000
Balance at the end at Mar. 31, 2021		$ 345	24,655	(33,039)	(8,039)
Balance at the end (in shares) at Mar. 31, 2021		3,450,000
Balance at the beginning at Mar. 09, 2021	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at Mar. 09, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor		$ 345	24,655	0	25,000
Issuance of Class B common stock to Sponsor (in shares)		3,450,000
Deemed Capital Contribution From Sponsor			4,738,051	0	4,738,051
Fair value adjustment to Class A ordinary shares subject to redemption			(4,762,706)	(16,030,011)	(20,792,717)
Net income			0	6,848,645	6,848,645
Balance at the end at Dec. 31, 2021		$ 345	$ 0	(9,181,366)	(9,181,021)
Balance at the end (in shares) at Dec. 31, 2021		3,450,000
Balance at the end at Sep. 30, 2022		$ 345		$ (7,107,569)	$ (7,107,224)
Balance at the end (in shares) at Sep. 30, 2022		3,450,000

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
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-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
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-Subparagraph (SX 210.5-02(29))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
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-Subparagraph (SX 210.5-02(30))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

STATEMENT OF CASH FLOWS	10 Months Ended
STATEMENT OF CASH FLOWS	Dec. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net income	$ 6,848,645
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	(10,238,100)
Income on investments held in the Trust Account	(19,054)
Offering costs associated with warrants	747,015
Loss upon issuance of private placement warrants	1,773,000
General and administrative expenses paid by related parties	25,950
Changes in operating assets and liabilities:
Prepaid expenses	(422,894)
Due to related party	2,872
Accounts payable	69,855
Accrued expenses	114,565
Net cash used in operating activities	(1,098,146)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(139,380,000)
Net cash used in investing activities	(139,380,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000
Repayment of loan to related party	(117,381)
Proceeds received from initial public offering, gross	138,000,000
Proceeds received from private placement	5,910,000
Reimbursement from underwriter	480,000
Offering costs paid	(3,090,250)
Net cash provided by financing activities	141,207,369
Net change in cash	729,223
Cash - beginning of the period	0
Cash - end of the period	729,223
Supplemental disclosure of non-cash investing and financing activities:
Offering costs included in accrued expenses	85,000
Offering costs paid by related party under promissory note	91,431
Deferred underwriting commissions	4,010,000
Fair value adjustment to Class A ordinary shares subject to possible redemption	$ 20,792,717

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

JATT Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).

As of September 30, 2022, the Company had not yet commenced operations. All activity for the period from March 10, 2021 (inception) through September 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and since the Initial Public Offering the search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is JATT Ventures, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on July 13, 2021. On July 16, 2021, the Company consummated its Initial Public Offering of 12,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $120.0 million, and incurring offering costs of approximately $10.5 million (net of reimbursement from underwriter of $480,000), of which approximately $3.4 million was for deferred underwriting commissions (see Note 5), approximately $4.7 million was incentives provided to Anchor Investors by the Sponsor (see Note 4), and approximately $685,000 of offering costs allocated to derivative warrant liabilities. On July 19, 2021, the underwriters fully exercised their option and purchased 1,800,000 additional Units, generating gross proceeds of $18.0 million (the “Over-Allotment”), and incurring offering costs of $990,000, of which $630,000 was for deferred underwriting commissions and approximately $62,000 was allocated to derivative warrant liabilities.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,370,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $5.4 million (see Note 4). Concurrent with the consummation of the Over-Allotment on July 19, 2021, the Sponsor purchased 540,000 additional Private Placement Warrants, generating proceeds of $540,000 (the “Second Private Placement”).

Upon the closing of the Initial Public Offering and the Private Placement on July 16, 2021, and the Over-Allotment and Second Private Placement on July 16, 2021, approximately $139.4 million ($10.10 per Unit) of the net proceeds were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under Investment Company Act of 1940, as amended, (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public

Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $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 Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares have been recorded at a redemption value and classified as temporary equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which were adopted by the Company upon the consummation of the Initial Public Offering (the “amended and restated memorandum and articles of association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

Notwithstanding the foregoing, the Company’s amended and restated memorandum and articles of association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors have agreed not to propose an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or January 16, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).

The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in

or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in 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 Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 vendors, service providers (except the Company’s independent registered public 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.

Proposed Business Combination

On June 16, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”), among the Company, JATT Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of JATT (“Merger Sub”), JATT Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of JATT (“Merger Sub 2”), Zura Bio Holdings Ltd, a Cayman Islands exempted company (the “Holdco”) (to become a party before Closing, as described below) and Zura Bio Limited, a limited company incorporated under the laws of England and Wales (the “Company” or “Zura”).

Before the closing of the Business Combination (as defined below) (the “Closing” and the date on which the Closing actually occurs, the “Closing Date”), Holdco will be established as a new holding company of Zura and will become a party to the Business Combination Agreement; and on the Closing, in sequential order: (i) Merger Sub will merge with and into Holdco, with Holdco continuing as the surviving company and a wholly owned subsidiary of the Company (the “Merger”); (ii) immediately following the Merger, Holdco will merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company and a wholly owned subsidiary of the Company (the “Subsequent Merger”); and (iii) JATT will change its name to “Zura Bio Limited”.

On the Closing Date, (i) an FPA Investment (as defined below) in the amount of $30 million will be consummated immediately prior to the completion of the Merger or otherwise in accordance with the terms thereof, and (ii) the PIPE Investment (as defined below) in the amount of $20 million shall be consummated immediately prior to the completion of the Merger and Subsequent Merger. An additional FPA Investment of $15 million will be made at the same time in the event that the Company’s public share redemptions in connection with the Merger are greater than 90%. The FPA Investments, the PIPE Investment, the Merger, the Subsequent Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”

Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, in connection with the Merger and the Subsequent Merger, at the Closing, (i) each of the Company’s Units will (to the extent not already separated) be automatically separated and the holder thereof will be deemed to hold one Class A Ordinary Share of the Company and one-half of a Public Warrant; (ii) in consideration for the Merger, the Company will issue to holders of Holdco’s issued and outstanding shares immediately prior to the Effective Time (as defined in the Business Combination Agreement) an aggregate of 16,500,000 of the Company’s Class A Shares (less any set aside for the satisfaction of options to acquire the Company’s Class A Shares for which outstanding options to acquire Holdco shares will be exchanged on Closing); and (iii) pursuant to the terms and conditions of the

Company’s existing amended and restated memorandum and articles of association, all of the Company’s then-outstanding Class B Ordinary Shares will be automatically converted into the Company’s Class A Shares on a one-for-one basis.

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) obtaining required approvals of the Business Combination and related matters by the respective shareholders of the Company and Zura, (ii) the effectiveness of the registration statement on Form S-4 to be filed by the Company in connection with the Business Combination, (iii) receipt of approval for listing on NYSE the Class A Shares to be issued in connection with the Merger, (iv) that the Company will have at least $5,000,001 of net tangible assets upon the Closing, (v) the absence of any injunctions enjoining or prohibiting the consummation of the Business Combination, and (vi) as of immediately prior to the Closing, the amount of cash and cash equivalents held by the Company without restriction outside of the Trust Account (as defined in the Business Combination Agreement) (other than any amounts received pursuant to any working capital or indebtedness (other than any indebtedness constituting the Company’s transaction expenses)) and any interest earned on the amount of cash held inside the Trust Account, must be equal to or greater than $65,000,000.

The Business Combination Agreement contains customary representations and warranties of the parties thereto, which representations and warranties of the respective parties to the Business Combination Agreement will not survive the Closing. The Business Combination Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Business Combination Agreement also contains additional covenants of the parties, including, among others, covenants providing for the Company and Zura to use reasonable best efforts to cooperate in the preparation of the Proxy/Registration Statement (as defined in the Business Combination Agreement) required to be filed in connection with the Merger and to seek all requisite approvals of their respective shareholders including, in the case of the Company, approvals of the amended and restated memorandum and articles of association, the share issuance under NYSE rules and the LTIP (as defined below). The Company has also agreed to include in the Proxy/Registration Statement the recommendation of its board of directors that its shareholders approve all of the proposals to be presented at its special meeting.

The Company has agreed to approve and adopt an incentive equity plan (the “LTIP”) to be effective as of the Closing and in a form mutually acceptable to the Company and Zura. The LTIP shall provide for an initial aggregate share reserve up to 10.00% of the number of shares of the Company’s Class A Shares on a fully diluted basis immediately after the Closing.

The Business Combination Agreement may be terminated at any time prior to the Closing (i) by written consent of the Company and Zura, (ii) by Zura or the Company, if certain approvals of the shareholders of the Company, to the extent required under the Business Combination Agreement, are not obtained as set forth therein, (iii) by the Company, if certain approvals of the shareholders of Holdco, to the extent required under the Business Combination Agreement, are not obtained and (iv) by either the Company or Zura in certain other circumstances set forth in the Business Combination Agreement, including (a) if any Law or non-appealable Order (each as defined in the Business Combination Agreement) makes consummation of the Business Combination illegal or otherwise prevents it, (b) in the event of certain uncured breaches by the other party, and (c) if the Closing has not occurred on or before November 15, 2022.

Certain Related Agreements

PIPE Subscription Agreement. Concurrently with the execution of the Business Combination Agreement, one accredited investor (the “PIPE Investor”) entered into a subscription agreement with the Company (the “PIPE Subscription Agreement”) pursuant to which the PIPE Investor has committed to purchase 2,000,000 shares of the Company‘s Class A Shares (the “PIPE Shares”) at a purchase price per share of $10.00 and an aggregate purchase price of $20,000,000 (the “PIPE Investment”). The obligations to consummate the transactions contemplated by the Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement.

In connection with the PIPE Investment, the Company will grant the PIPE Investor certain customary registration rights. The PIPE Shares have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration. Additionally, depending upon the amount of redemptions by the public shareholders at the time of Closing the Business Combination Agreement, the PIPE Investor will be entitled to receive up to 1,654,800 of the Forfeited Private Placement Warrants (as described below).

Forward Purchase Agreement. On August 5, 2021, as amended on January 27, 2022, two accredited investors (the “FPA Investors”) entered into a Forward Purchase Agreement with the Company (the “Forward Purchase Agreement”) pursuant to which the FPA Investors have committed, on or shortly before Closing, to (i) purchase 3,000,000 of the Company’s Class A Shares (the “FPA Shares”) at a purchase price per share of $10.00 and an aggregate purchase price of $30,000,000 (the “FPA Investment”) and (ii) provide a binding redemption backstop to purchase an additional $15,000,000 of the Company’s Class A Shares from redeeming public shareholders in the event that the Company’s public share redemptions are greater than 90% in connection with the Merger (the “FPA Investments”). The FPA shares have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration.

Sponsor Support Agreement. Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, certain other holders of the Company’s Class B Shares (the “Other Class B Shareholders”) and Zura entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor and such Other Class B Shareholders agreed to, among other things, (i) vote all of their ordinary shares and preferred shares of the Company which they hold or have power to vote or (including any acquired in future) in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain transfer restrictions with respect to their shares of the Company, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

Company Support Agreement. Contemporaneously with the execution of the Business Combination Agreement, the Company, Zura and certain shareholders of Zura entered into a company support agreement (the “Company Support Agreement”), pursuant to which, among other things, such holders agreed to (i) vote all of their shares of Zura in favor of, and otherwise support, the Business Combination, on the terms and subject to the conditions of the Company Support Agreement and (ii) deliver a duly executed copy of the Amended and Restated Registration Rights Agreement at the Closing.

Sponsor Forfeiture Agreement. Contemporaneously with the execution of the Business Combination Agreement, the Sponsor entered into a sponsor forfeiture agreement (the “Sponsor Forfeiture Agreement”) with the Company and Zura, pursuant to which, contingent upon the percentage of public shareholders who elect to redeem their shares at Closing, the Sponsor agreed to forfeit up to 4,137,000 of its Private Placement Warrants acquired by the Sponsor in July 2021, concurrent with the Initial Public Offering. At the Closing, the Forfeited Private Placement Warrants shall be transferred from the Sponsor to the FPA Investors and the PIPE Investor on a pro rata basis in accordance with such FPA Investors’ and PIPE Investor’s total invested capital.

Registration Rights Agreement. In connection with the Closing, Zura, the Company and certain shareholders of each of Zura and the Company who will receive shares of the Company’s Class A Shares pursuant to the Business Combination Agreement, will enter into an amended and restated registration and shareholders rights agreement (the “Registration Rights Agreement”) in a form agreed to by the Company and Zura, which will become effective upon the consummation of the Merger.

Lock-up Agreement. Contemporaneously with the execution of the Business Combination Agreement, the Company, the Sponsor, certain affiliates of the Sponsor and the Zura shareholders and option holders, entered into a lock-up agreement (the “Lock-Up Agreement”), to take effect at Closing, containing restrictions on transfer with respect to the Company’s Class A Shares held by each such holder (subject to certain exceptions, the “Lock-Up Shares”) for a period as follows: one-third (1/3) of the Lock-Up Shares will be restricted until 6 months after the Closing, one-third (1/3) of the Lock-Up Shares will be restricted until 12 months after the Closing, and one-third (1/3) of the Lock-Up Shares shall be restricted until 24 months after the Closing; provided, that each portion of the Lock-Up Shares will be freely tradable on the earlier of the date on which the closing price of the Company’s Class A Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period on a VWAP (as defined below) basis during the relevant lock-up period and the date on which the Company consummates a liquidation, merger, capital share exchange, reorganization, or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property. For purposes of the Lock-Up Agreement, “VWAP” means, for any date, the daily volume weighted average price of the Company’s Class A Shares for such date (or the nearest preceding date) on the trading market on which the Company’s Class A Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)).

Amendment to the Insider Letter Agreement. In connection with the execution of the Business Combination Agreement, the Company, the Sponsor, members of the Company’s board of directors and certain other individuals (collectively, the “Insiders”) who

hold the Company’s Class B Shares (the “Founder Shares”) entered into an Amendment to the Insider Letter Agreement (the “Amended Insider Letter Agreement”), which provides, among other things, that certain Founder Shares (and any shares of the Company’s Class A Shares issuable upon conversion thereof) shall be subject to certain time and share-performance-based vesting provisions described below. The Sponsor and the Insiders agreed that they shall not transfer any Founder Shares until the earlier of (A) 6 months after the completion of the initial business combination and (B) the date following the completion of an initial business combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their Class A Shares for cash, securities or other property. Notwithstanding the foregoing, if, subsequent to the Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. The Amendment to the Insider Letter Agreement also provides that neither the Sponsor nor the Insiders will redeem any shares of the Company’s Class A Shares owned by such persons in connection with the Business Combination.

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION

As of December 31, 2021, the Company had not yet commenced operations. All activity for the period from March 10, 2021 (inception) through December 31, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and since the Initial Public Offering the search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

Liquidity and Going Concern

As of December 31, 2021, the Company had approximately $729,000 in its operating bank account and working capital of approximately $880,000.

The Company’s liquidity needs through December 31, 2021, were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), and a loan from its Sponsor of approximately $117,000 under the Note (as defined in Note 4). The Company repaid the Note in full on July 21, 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 4). As of December 31, 2021, there were no Working Capital Loans outstanding.

Based on the Company’s mandatory liquidation date and the Company’s expected future cash flow needs, management has determined that the existing amount of working capital raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Over this time period, the Company will be using these funds for paying existing accounts payable, 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 Initial Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 16, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 11, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 11, 2022.

Liquidity and Going Concern

As of September 30, 2022, the Company had approximately $74,000 in its operating bank account and a working capital deficit of approximately $1.1 million.

The Company’s liquidity needs through September 30, 2022, were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), and a loan from its Sponsor of approximately $117,000 under the Note (as defined in Note 4). The Company repaid the Note in full on July 21, 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 4). As of September 30, 2022, there was approximately $300,000 outstanding under a Working Capital Loan. No amounts were outstanding as of December 31, 2021.

Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 16, 2023.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Merger Sub and Merger Sub 2. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

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 condensed 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. There were no cash equivalents at September 30, 2022 and December 31, 2021.

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 Corporation coverage limit of $250,000, and any investments held in Trust Account. At September 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” (“ASC 820”), equal or approximate the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, or because the instrument is recognized at fair value.

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 consist of:

●

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 re either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instrument 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.

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 funded loans and issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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.

value using a Monte Carlo simulation and a Black Scholes option pricing model, respectively. The fair value of the Private Placement Warrants continues to be measured using a Black-Scholes option pricing model. The fair value of the Public Warrants are subsequently measured at their listed trading price since they began to be separately listed and traded beginning in September 2021. Derivative warrant liabilities are classified as non-current liabilities as their liquidation will not be reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Public Shares were charged to the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions 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.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features 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. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of September 30, 2022 and December 31, 2021, 13,800,000 shares of Class A ordinary shares are subject to possible redemption and are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the fair value adjustment from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Income Taxes

FASB ASC 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary 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 ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 12,810,000 ordinary shares because their exercise is contingent upon future events. The number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 450,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters in the period from March 10, 2021 (inception) through September 30, 2021 (see Note 4). Since the contingency was satisfied as of January 1, 2022, the Company included these shares in the weighted average number as of the beginning of the three- and nine-month periods ended September 30, 2022 to determine the dilutive impact of these shares. The fair value adjustment associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares.


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income - basic and diluted	$	366,776	$	91,694	$	2,301,526	$	575,381

Denominator:
Basic and diluted weighted average ordinary shares outstanding		13,800,000		3,450,000		13,800,000		3,450,000

Basic and diluted net income per ordinary share	$	0.03	$	0.03	$	0.17	$	0.17


	For the Three Months Ended				For the Period from March 10, 2021
	September 30, 2021				(inception) through September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income – basic	$	4,477,198	$	1,309,873	$	3,631,582	$	2,103,308
Allocation of net income – diluted	$	4,450,815	$	1,336,255	$	3,518,717	$	2,216,173

Denominator:
Basic weighted average ordinary shares outstanding		11,491,304		3,361,957		5,157,073		2,986,829
Diluted weighted average ordinary shares outstanding		11,491,304		3,450,000		5,157,073		3,248,049

Basic net income per ordinary share	$	0.39	$	0.39	$	0.70	$	0.70
Diluted net income per ordinary share	$	0.39	$	0.39	$	0.68	$	0.68

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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. There were no cash equivalents at December 31, 2021.

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 Corporation coverage limit of $250,000, and any investments held in Trust Account. At December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Investments Held in Trust Account

fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” (“ASC 820”), equal or approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair Value Measurements

●

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

●

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 share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and 815, “Derivatives and Hedging” (“ASC 815”). 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.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation and a Black Scholes option pricing model, respectively. The fair value of the Private Placement Warrants continues to be measured using a Black-Scholes option pricing model. The fair value of the Public Warrants are subsequently measured at their listed trading price since they began to be separately listed and traded beginning in September 2021. Derivative warrant liabilities are classified as non-current liabilities as their liquidation will not be reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions 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.

Net Income (Loss) Per Ordinary 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 ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 12,810,000 ordinary shares because their exercise is contingent upon future events. The number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 450,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 4). Since the contingency was satisfied as of December 31, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. The fair value adjustment associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares.


	For The Period From March 10, 2021
	(Inception) through December 31, 2021
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income (loss) – basic	$	4,893,422	$	1,955,233
Allocation of net income (loss) – diluted		4,814,256		2,034,389

Denominator:
Basic and diluted weighted average ordinary shares outstanding		7,834,343		3,130,303
Diluted weighted average ordinary shares outstanding		7,834,343		3,310,606

Basic net income per ordinary share	$	0.62	$	0.62
Diluted net income per ordinary share	$	0.61	$	0.61

Class A Ordinary Shares Subject to Possible Redemption

and subject to the occurrence of uncertain future events. As of December 31, 2021, 13,800,000 shares of Class A ordinary shares are subject to possible redemption and are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Income Taxes

FASB ASC 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 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 that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on March 10, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

On July 16, 2021, the Company consummated its Initial Public Offering of 12,000,000 Units, at $10.00 per Unit, generating gross proceeds of $120.0 million, and incurring offering costs of approximately $10.5 million (net of reimbursement from the underwriters of $480,000), of which approximately $3.4 million was for deferred underwriting commissions, approximately $4.7 million was incentives provided to Anchor Investors by the Sponsor (see Note 4), and approximately $685,000 was allocated to offering costs associated with derivative warrant liabilities. On July 19, 2021, the underwriters fully exercised their option and purchased 1,800,000 additional Units, generating gross proceeds of $18.0 million, and incurring offering costs of $990,000, of which $630,000 was for deferred underwriting commissions and approximately $62,000 was allocated to offering costs associated with the derivative warrant liabilities.

Each Unit consists of one Class A ordinary share and one-half (1/2) of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

NOTE 3. INITIAL PUBLIC OFFERING

RELATED PARTY TRANSACTIONS

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 4. RELATED PARTY TRANSACTIONS

Founder Shares

On March 22, 2021, the Sponsor purchased 4,312,500 founder shares (“Founder Shares”), which are Class B ordinary shares, for an aggregate purchase price of $25,000, or approximately $0.006 per share. On June 14,2021, Sponsor effected a surrender of 862,500 Class B ordinary shares to us for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 4,312,500 to 3,450,000. All shares and share amounts have been retroactively adjusted. The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 450,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised their over-allotment option on July 19, 2021; therefore, these 450,000 Founder Shares were no longer subject to possible redemption.

In connection with the closing of the IPO and sale of Units to the Anchor Investors, in exchange for the Anchor Investors’ participation in the Initial Public Offering, the Sponsor sold and transferred membership interests in the Sponsor that, in aggregate, represent an indirect economic interest in 917,365 Founder Shares and 2,490,500 Private Placement Warrants. The Anchor Investors paid approximately $2.5 million in total for the Sponsor membership interests, resulting in each Anchor Investor effectively paying $1.00 per Private Placement Warrant and approximately $0.008 per Founder Share. The Company determined that the aggregate fair value of the Sponsor membership interests sold to the Anchor Investors was approximately $7.2 million. To estimate the fair value of Sponsor membership interests, management considered the probability and timing of IPO completion, business combination completion, and an appropriate discount for lack of marketability, all Level 3 inputs under ASC 820. The excess of the fair value of the Sponsor membership interests issued to the Anchor Investors over the aggregate consideration paid for such interests was considered to be an offering cost of the Company’s Initial Public Offering, in accordance with Staff Accounting Bulletin Topic 5A, and a deemed dividend to the Company from the Sponsor for the same amount.

The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Private Placement

purchased 540,000 additional Private Placement Warrants, generating proceeds of $540,000. The Anchor Investors purchased an indirect economic interest in 2,490,500 of the warrants in the Private Placement and the Second Private Placement.

Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees.

The Sponsor, Anchor Investors and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On March 22, 2021, the Sponsor agreed to loan the Company up to $200,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due on the closing date of the Initial Public Offering. As of June 30, 2021, the Company borrowed approximately $117,000 under the Note. The Company repaid the Note in full on July 21, 2021. As of September 30, 2022, there was no balance outstanding.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the loans out of the proceeds of the Trust Account released to the Company. Otherwise, the loans would be repaid only out of funds held outside the Trust Account. 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 loans but no proceeds held in the Trust Account would be used to repay the loans. The loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants.

On May 11, 2022, an affiliate of the Sponsor agreed to loan the Company up to $300,000 to cover ongoing expenses of the Company pursuant to a promissory note (the “Working Capital Loan”). The Working Capital Loan does not bear interest and will mature upon closing of an initial Business Combination. In the event that a Business Combination does not close prior to January 13, 2023, the Working Capital Loan shall be deemed to be terminated and no amounts will thereafter be due under the Working Capital Loan. The principal balance may not be prepaid without the consent of the lender. The Working Capital Loan is convertible, at the lender’s discretion, into warrants of the Company at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. The Working Capital Loan contains customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written notice of such default from the sponsor.

As of September 30, 2022, there was approximately $300,000 outstanding under the Working Capital Loan. No amounts were outstanding as of December 31, 2021. The conversion option is an embedded derivative under ASC 815 that is required to be separately measured at fair value with subsequent changes in fair value recognized in Company’s condensed consolidated statements of operations each reporting period until the Working Capital Loan is repaid, converted or terminated. The embedded conversion was determined to have de minimis value as of each funding date and at September 30, 2022. The Company valued the embedded conversion option using a Black-Scholes option model assuming the warrants as the underlying. The traded price of the Public Warrants as of each funding date and on September 30, 2022 was used as a proxy for the underlying warrant price. The time to maturity was estimated based on management’s estimated time to close a Business Combination. The volatility was derived from the traded prices of the Public Warrants.

Support Agreement and Services

The Company agreed to pay the Sponsor a total of $10,000 per month, commencing on July 14, 2021, for office space, utilities, secretarial and administrative support services provided to members of the management team. Upon completion of the initial Business

Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2022 and 2021, the Company incurred such fees of $30,000 and $25,000, respectively, included as general and administrative fees – related party on the condensed consolidated statements of operations. For the nine months ended September 30, 2022 and the period from March 10, 2021 (inception) through September 30, 2021, the Company incurred such fees of $90,000 and $25,000, respectively, included as general and administrative fees - related party on the condensed consolidated statements of operations. As of September 30, 2022 and December 31, 2021, $49,000 and $3,000, respectively, been accrued for such services and is included as due from related party on the accompanying condensed consolidated balance sheets.

An affiliate of the Company’s Sponsor and CFO provides office space and consulting fees to the Company. For the three months ended September 30, 2022 and 2021, the Company incurred fees of approximately $22,000 and $55,000, respectively, for these services, which are included as general and administrative fees – related party on the condensed consolidated statements of operations. For the nine months ended September 30, 2022 and the period from March 10, 2021 (inception) through September 30, 2021, the Company incurred fees of approximately $249,000 and $55,000, respectively, for these services, which are included as general and administrative fees - related party on the condensed consolidated statements of operations. As of September 30, 2022, approximately $16,000 was due to the related party.

Forward Purchase Agreements

On August 5, 2021, the Company entered into Forward Purchase Agreements with certain Anchor Investors, Athanor Master Fund LP (“AMF”) and with Athanor International Master Fund, LP (“AIF”) (collectively the “Forward Purchase Agreements”, and collectively, “AMF and AIF are “Purchasers”).

Pursuant to the Forward Purchase Agreements, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 7,500,000 forward purchase shares, or “Forward Purchase Shares”, for a purchase price of $10.00 per Forward Purchase Share, or $75,000,000 in the aggregate. Each Forward Purchase Share will consist of one Class A ordinary share of the Company. The Class A ordinary shares will have the same terms as the Company’s publicly traded Class A ordinary shares but will be restricted securities and not be freely tradable until registered with the SEC.

In January 2022, the Forward Purchase Agreements were amended (“Amended Forward Purchase Agreements”) to: i) reduce the number of forward purchase shares from an aggregate of 7,500,000 to 3,000,000 and from a total $75,000,000 in the aggregate to $30,000,000 in the aggregate; and ii) to add a requirement for the Purchasers to provide a binding redemption backstop (the “Redemption Backstop”) to purchase an additional $15 million of the redeeming shares in the event that redemptions are greater than 90% in connection with a Business Combination (the “Excess Redemptions”); and iii) to add a requirement that at the time of entering into a binding agreement for the Business Combination, the Purchasers will directly provide the target merger company (Target”) with bridge financing of $30 million evidenced by a convertible promissory note (“Convertible Note”) which shall be convertible into the Company’s Class A ordinary shares at the closing of the Business Combination.

NOTE 4. RELATED PARTY TRANSACTIONS

Founder Shares

On March 22, 2021, the Sponsor purchased 4,312,500 founder shares (“Founder Shares”), which are Class B ordinary shares, for an aggregate purchase price of $25,000, or approximately $0.006 per share. On June 14, 2021, Sponsor effected a surrender of 862,500 Class B ordinary shares to us for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 4,312,500 to 3,450,000. All shares and share amounts have been retroactively adjusted. The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 450,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised their over-allotment option on July 19, 2021; therefore, these 450,000 Founder Shares were no longer subject to possible redemption.

In connection with the closing of the IPO and sale of Units to the Anchor Investors, in exchange for the Anchor Investors’ participation in the Initial Public Offering, the Sponsor sold and transferred membership interests in the Sponsor that, in aggregate, represent an indirect economic interest in 917,365 Founder Shares and 2,490,500 Private Placement Warrants. The Anchor Investors paid approximately $2.5 million in total for the Sponsor membership interests, resulting in each Anchor Investor effectively paying $1.00 per Private Placement Warrant and approximately $0.008 per Founder Share. The Company determined that the aggregate fair value of the Sponsor membership interests sold to the Anchor Investors was approximately $7.2 million. To estimate the fair value of Sponsor membership interests, management considered the probability and timing of IPO completion, business combination completion, and an appropriate discount for lack of marketability, all Level 3 inputs under ASC 820. The excess of the fair value of the Sponsor membership interests issued to the Anchor Investors over the aggregate consideration paid for such interests was considered to be an offering cost of the Company’s Initial Public Offering, in accordance with Staff Accounting Bulletin Topic 5A, and a deemed divided to the Company from the Sponsor for the same amount.

Private Placement

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,370,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, and Anchor Investors, generating proceeds of approximately $5.4 million. Concurrent with the consummation of the Over-Allotment on July 19, 2021, the Sponsor purchased 540,000 additional Private Placement Warrants, generating proceeds of $540,000. The Anchor Investors purchased an indirect economic interest in 2,490,500 of the warrants in the Private Placement and the Second Private Placement.

Related Party Loans

On March 22, 2021, the Sponsor agreed to loan the Company up to $200,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due on the closing date of the Initial Public Offering. As of June 30, 2021, the Company borrowed approximately $117,000 under the Note. The Company repaid the Note in full on July 21, 2021. As of December 31, 2021, there was no balance outstanding.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Support Agreement and Services

The Company agreed to pay the Sponsor a total of $10,000 per month, commencing on the date of listing on the NYSE, for office space, utilities, secretarial and administrative support services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from March 10, 2021 (inception) through December 31, 2021, the Company incurred such fees of $55,000, included as general and administrative fees — related party on the statement of operations. Approximately $18,000 has been included for such services and is included as due from related party on the accompanying balance sheet.

An affiliate of the Company’s Sponsor and CFO provides office space and consulting services to the Company. For the period from March 10, 2021 (inception) through December 31, 2021, the Company incurred fees of $113,000, included as general and administrative fees — related party on the statement of operations. There is no balance owed for these services as of December 31, 2021.

Forward Purchase Agreements

bridge financing of $30 million evidenced by a convertible promissory note (“Convertible Note”) which shall be convertible into the Company’s Class A ordinary shares at the closing of the Business Combination.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 5. COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 1,800,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter fully exercised its over-allotment option on July 19, 2021.

The underwriter was paid an underwriting discount of $0.20 per unit, or approximately $2.4 million in the aggregate upon the closing of the Initial Public Offering. In addition, the Company received a reimbursement from the underwriter of $480,000 to cover for certain offering expenses.

In addition, $0.35 per unit, or approximately $3.4 million in the aggregate (net of the reimbursement from the underwriter of $820,000 from the deferred commissions for business combination expenses) will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

In connection with the consummation of the Over-Allotment on July 19, 2021, the underwriter was paid an additional fee of $360,000 and an additional amount of $630,000 is payable as deferred underwriting commissions.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

NOTE 5. COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights

Underwriting Agreement

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public 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.

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

NOTE 6. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 13,800,000 shares of Class A ordinary shares issued and outstanding, all of which were subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheets.

Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table:


Gross proceeds	$	138,000,000
Less:
Proceeds allocated to Public Warrants		(8,625,000)
Class A ordinary share issuance costs, net of reimbursement from underwriter		(9,150,115)
Plus:
Accretion of carrying value to redemption value		19,155,115
Class A common stock subject to possible redemption - December 31, 2021		139,380,000
Increase in redemption value of Class A common stock subject to possible redemption		803,110
Class A common stock subject to possible redemption - September 30, 2022	$	140,183,110

NOTE 6. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 13,800,000 shares of Class A ordinary shares issued and outstanding, all of which were subject to possible redemption and are classified outside of permanent equity in the balance sheet.

Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table:


Gross proceeds	$	138,000,000
Less:
Proceeds allocated to Public Warrants		(8,625,000)
Class A ordinary share issuance costs, net of reimbursement from underwriter		(10,787,717)
Plus:
Fair value adjustment of carrying value of Class A ordinary shares to redemption value		20,792,717
Class A ordinary shares subject to possible redemption	$	139,380,000

SHAREHOLDER'S DEFICIT

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 13,800,000 Class A ordinary shares issued and outstanding, all subject to possible redemption and classified outside permanent equity in the accompanying condensed consolidated balance sheets. See Note 6.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On March 23, 2021, the Company issued 4,312,500 Class B ordinary shares to the Sponsor. On June 14, 2021, the Sponsor effected a surrender of 862,500 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 4,312,500 to 3,450,000. All shares and share amounts have been retroactively adjusted. The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 450,000 Class B ordinary shares for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters fully exercised their over-allotment option on July 19, 2021; therefore, these 450,000 Founder Shares were no longer subject to forfeiture. As of September 30, 2022 and December 31, 2021, there were 3,450,000 Class B ordinary share issued and outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of ordinary shares outstanding after such conversion, including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination, any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of December 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 13,800,000 Class A ordinary shares issued and outstanding, all subject to possible redemption and classified outside permanent equity in the accompanying balance sheet. See Note 6.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On March 23, 2021, the Company issued 4,312,500 Class B ordinary shares to the Sponsor. On June 14, 2021, the Sponsor effected a surrender of 862,500 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 4,312,500 to 3,450,000. All shares and share amounts have been retroactively adjusted. The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 450,000 Class B ordinary shares for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters fully exercised their over-allotment option on July 19, 2021; therefore, these 450,000 Founder Shares were no longer subject to forfeiture. As of December 31, 2021, there were 3,450,000 Class B ordinary share issued and outstanding.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

DERIVATIVE WARRANT LIABILITIES

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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

DERIVATIVE WARRANT LIABILITIES

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

DERIVATIVE WARRANT LIABILITIES

NOTE 8. DERIVATIVE WARRANT LIABILITIES

As of September 30, 2022 and December 31, 2021, the Company had an aggregate of 12,810,000 warrants outstanding, comprised of 6,900,000 and 5,910,000 Public Warrants and Private Placement Warrants, respectively. The Company accounts for the warrants as derivative warrant liabilities in accordance with the guidance contained in ASC 815. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and the existence of the potential for net cash settlement for the warrant holders (but not all shareholders) in the event of a tender offer.

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 later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares 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 laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 45 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and 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 Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders 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.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

NOTE 8. DERIVATIVE WARRANT LIABILITIES

As of December 31, 2021, the Company had 6,900,000 and 5,910,000 Public Warrants and Private Placement Warrants, respectively, outstanding. The Company accounts for the warrants as derivative warrant liabilities 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 due to the existence of provisions whereby adjustments to the exercise price of the

warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and the existence of the potential for net cash settlement for the warrant holders (but not all shareholders) in the event of a tender offer.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders 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.

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

●

FAIR VALUE MEASUREMENTS

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9 — FAIR VALUE MEASUREMENTS

The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, by level within the fair value hierarchy:


September 30, 2022
	Quoted Prices in Active		Significant Other		Significant Other
	Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	140,283,110	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants	$	1,104,000	$	—	$	—
Derivative warrant liabilities - Private Warrants	$	—	$	—	$	945,600


December 31, 2021
	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	139,399,054	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants	$	3,174,000	$	—	$	—
Derivative warrant liabilities - Private Warrants	$	—	$	—	$	2,895,900

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 fair value measurement to a Level 1 fair value measurement, when the Public Warrants were separately listed and traded in September 2021.

Level 1 instruments include investments in U.S Treasury securities or money market funds that invest in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants as of September 30, 2022 and December 31, 2021, was measured utilizing the Level 1 input of the observable listed trading price for such warrants. The fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation and a Black Scholes option pricing model, respectively. The fair value of the Private Placement Warrants continues to be measured using a Black-Scholes option pricing model. Inherent in a Monte Carlo simulation and a Black Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares 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 provides quantitative information regarding Level 3 fair value measurements inputs used to estimate fair value of the warrants at their measurement dates:


	As of September 30, 2022			As of December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	10.05		$	9.87
Volatility		1.0	%		9.5	%
Term (years)		4.71			0.54
Risk-free rate		4.09	%		1.43	%
Dividend yield		0.0	%		0.0	%

The change in the fair value of warrants measured with Level 3 inputs for the period from January 1, 2022 through September 30, 2022, is summarized as follows. No warrants were outstanding for the period from March 10, 2021 (inception) through September 30, 2021.


Derivative warrant liabilities at December 31, 2021 - Level 3	$	2,895,900
Change in fair value of derivative warrant liabilities		(336,870)
Derivative warrant liabilities at March 31, 2022 - Level 3		2,559,030
Change in fair value of derivative warrant liabilities		(1,436,130)
Derivative warrant liabilities at June 30, 2022 - Level 3		1,122,900
Change in fair value of derivative warrant liabilities		(177,300)
Derivative warrant liabilities at September 30, 2022 - Level 3	$	945,600

NOTE 9. FAIR VALUE MEASUREMENTS

The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, by level within the fair value hierarchy:


	Quoted Prices in Active		Significant Other		Significant Other
	Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – U.S. Treasury Securities	$	139,399,054	$	—	$	—
Liabilities:
Derivative warrant liabilities – Public Warrants	$	3,174,000	$	—	$	—
Derivative warrant liabilities – Private Warrants	$	—	$	—	$	2,895,900

Level 1 instruments include investments in U.S Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants as of December 31, 2021, was measured utilizing the Level 1 input of the observable listed trading price for such warrants. The fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation and a Black Scholes option pricing model, respectively. The fair value of the Private Placement Warrants continues to be measured using a Black-Scholes option pricing model. Inherent in a Monte Carlo simulation and a Black Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares 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 provides quantitative information regarding Level 3 fair value measurements inputs used to estimate fair value of the warrants at their measurement dates:


	At initial issuance			As of December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	9.34		$	9.87
Volatility		23.0	%		9.5	%
Term (years)		5			0.54
Risk-free rate		0.07% – 1.10	%		1.43	%
Probability of completing business combination		95.0	%		95.0	%
Dividend yield		0.0	%		0.0	%

The change in the fair value of warrants measured with Level 3 inputs for the period from March 10, 2021 (inception) through December 31, 2021, is summarized as follows:


Derivative warrant liabilities at March 10, 2021	$	—
Issuance of Public and Private Warrants – Level 3 – July 2021		16,308,000
Transfer of Public Warrants to Level 1 measurement		(8,625,000)
Change in fair value of derivative warrant liabilities		(4,787,100)
Derivative warrant liabilities at December 31, 2021 – Level 3	$	2,895,900

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUBSEQUENT EVENTS

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred up to the date condensed consolidated financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

On November 2, 2022, an affiliate of the Sponsor agreed to loan the Company up to $500,000 to cover ongoing expenses of the Company pursuant to a promissory note. The promissory note does not bear interest and will mature upon closing of an initial Business Combination. In the event that a Business Combination does not close prior to January 13, 2023, the promissory note shall be deemed to be terminated and no amounts will thereafter be due under the promissory note. The principal balance may not be prepaid without the consent of the lender. The promissory note is convertible, at the lender’s discretion, into warrants of the Company at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. The promissory note contains customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written notice of such default from the sponsor. To-date, no amounts have been borrowed by the Company under the promissory note.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Basis of Presentation

Emerging Growth Company

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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. There were no cash equivalents at December 31, 2021.

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 Corporation coverage limit of $250,000, and any investments held in Trust Account. At December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Investments Held in Trust Account

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” (“ASC 820”), equal or approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

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 share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and 815, “Derivatives and Hedging” (“ASC 815”). 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.

Offering Costs Associated with Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions 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.

Net Income (Loss) Per Ordinary Share

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares.


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income - basic and diluted	$	366,776	$	91,694	$	2,301,526	$	575,381

Denominator:
Basic and diluted weighted average ordinary shares outstanding		13,800,000		3,450,000		13,800,000		3,450,000

Basic and diluted net income per ordinary share	$	0.03	$	0.03	$	0.17	$	0.17


	For the Three Months Ended				For the Period from March 10, 2021
	September 30, 2021				(inception) through September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income – basic	$	4,477,198	$	1,309,873	$	3,631,582	$	2,103,308
Allocation of net income – diluted	$	4,450,815	$	1,336,255	$	3,518,717	$	2,216,173

Denominator:
Basic weighted average ordinary shares outstanding		11,491,304		3,361,957		5,157,073		2,986,829
Diluted weighted average ordinary shares outstanding		11,491,304		3,450,000		5,157,073		3,248,049

Basic net income per ordinary share	$	0.39	$	0.39	$	0.70	$	0.70
Diluted net income per ordinary share	$	0.39	$	0.39	$	0.68	$	0.68

Net Income (Loss) Per Ordinary 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 ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 12,810,000 ordinary shares because their exercise is contingent upon future events. The number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 450,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 4). Since the contingency was satisfied as of December 31, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. The fair value adjustment associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares.


	For The Period From March 10, 2021
	(Inception) through December 31, 2021
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income (loss) – basic	$	4,893,422	$	1,955,233
Allocation of net income (loss) – diluted		4,814,256		2,034,389

Denominator:
Basic and diluted weighted average ordinary shares outstanding		7,834,343		3,130,303
Diluted weighted average ordinary shares outstanding		7,834,343		3,310,606

Basic net income per ordinary share	$	0.62	$	0.62
Diluted net income per ordinary share	$	0.61	$	0.61

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

FASB ASC 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Recent Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of earnings per share basic and diluted


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income - basic and diluted	$	366,776	$	91,694	$	2,301,526	$	575,381

Denominator:
Basic and diluted weighted average ordinary shares outstanding		13,800,000		3,450,000		13,800,000		3,450,000

Basic and diluted net income per ordinary share	$	0.03	$	0.03	$	0.17	$	0.17


	For the Three Months Ended				For the Period from March 10, 2021
	September 30, 2021				(inception) through September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income – basic	$	4,477,198	$	1,309,873	$	3,631,582	$	2,103,308
Allocation of net income – diluted	$	4,450,815	$	1,336,255	$	3,518,717	$	2,216,173

Denominator:
Basic weighted average ordinary shares outstanding		11,491,304		3,361,957		5,157,073		2,986,829
Diluted weighted average ordinary shares outstanding		11,491,304		3,450,000		5,157,073		3,248,049

Basic net income per ordinary share	$	0.39	$	0.39	$	0.70	$	0.70
Diluted net income per ordinary share	$	0.39	$	0.39	$	0.68	$	0.68


	For The Period From March 10, 2021
	(Inception) through December 31, 2021
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income (loss) – basic	$	4,893,422	$	1,955,233
Allocation of net income (loss) – diluted		4,814,256		2,034,389

Denominator:
Basic and diluted weighted average ordinary shares outstanding		7,834,343		3,130,303
Diluted weighted average ordinary shares outstanding		7,834,343		3,310,606

Basic net income per ordinary share	$	0.62	$	0.62
Diluted net income per ordinary share	$	0.61	$	0.61

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables)

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

Summary of reconciliation of Class A common stock reflected on the balance sheet


Gross proceeds	$	138,000,000
Less:
Proceeds allocated to Public Warrants		(8,625,000)
Class A ordinary share issuance costs, net of reimbursement from underwriter		(9,150,115)
Plus:
Accretion of carrying value to redemption value		19,155,115
Class A common stock subject to possible redemption - December 31, 2021		139,380,000
Increase in redemption value of Class A common stock subject to possible redemption		803,110
Class A common stock subject to possible redemption - September 30, 2022	$	140,183,110


Gross proceeds	$	138,000,000
Less:
Proceeds allocated to Public Warrants		(8,625,000)
Class A ordinary share issuance costs, net of reimbursement from underwriter		(10,787,717)
Plus:
Fair value adjustment of carrying value of Class A ordinary shares to redemption value		20,792,717
Class A ordinary shares subject to possible redemption	$	139,380,000

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

Schedule of company's assets that are measured at fair value on a recurring basis


September 30, 2022
	Quoted Prices in Active		Significant Other		Significant Other
	Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	140,283,110	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants	$	1,104,000	$	—	$	—
Derivative warrant liabilities - Private Warrants	$	—	$	—	$	945,600


December 31, 2021
	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	139,399,054	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants	$	3,174,000	$	—	$	—
Derivative warrant liabilities - Private Warrants	$	—	$	—	$	2,895,900


	Quoted Prices in Active		Significant Other		Significant Other
	Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – U.S. Treasury Securities	$	139,399,054	$	—	$	—
Liabilities:
Derivative warrant liabilities – Public Warrants	$	3,174,000	$	—	$	—
Derivative warrant liabilities – Private Warrants	$	—	$	—	$	2,895,900

Schedule of quantitative information regarding Level 3 fair value measurements inputs


	As of September 30, 2022			As of December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	10.05		$	9.87
Volatility		1.0	%		9.5	%
Term (years)		4.71			0.54
Risk-free rate		4.09	%		1.43	%
Dividend yield		0.0	%		0.0	%


	At initial issuance			As of December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	9.34		$	9.87
Volatility		23.0	%		9.5	%
Term (years)		5			0.54
Risk-free rate		0.07% – 1.10	%		1.43	%
Probability of completing business combination		95.0	%		95.0	%
Dividend yield		0.0	%		0.0	%

Schedule of change in the fair value of warrants measured with Level 3 inputs


Derivative warrant liabilities at December 31, 2021 - Level 3	$	2,895,900
Change in fair value of derivative warrant liabilities		(336,870)
Derivative warrant liabilities at March 31, 2022 - Level 3		2,559,030
Change in fair value of derivative warrant liabilities		(1,436,130)
Derivative warrant liabilities at June 30, 2022 - Level 3		1,122,900
Change in fair value of derivative warrant liabilities		(177,300)
Derivative warrant liabilities at September 30, 2022 - Level 3	$	945,600


Derivative warrant liabilities at March 10, 2021	$	—
Issuance of Public and Private Warrants – Level 3 – July 2021		16,308,000
Transfer of Public Warrants to Level 1 measurement		(8,625,000)
Change in fair value of derivative warrant liabilities		(4,787,100)
Derivative warrant liabilities at December 31, 2021 – Level 3	$	2,895,900

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION (Details)				1 Months Ended	9 Months Ended	10 Months Ended
	Jul. 19, 2021 USD ($) shares	Jul. 16, 2021 USD ($) $ / shares shares	Mar. 10, 2021 item	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum \| item			1
Proceeds received from initial public offering gross						$ 138,000,000
Investment of cash into trust account		$ 139,400,000				$ 139,380,000
Per unit amount of investment in trust account \| $ / shares		$ 10.10			$ 10.10	$ 10.10
Minimum net tangible assets upon consummation of the Business Combination					$ 5,000,001	$ 5,000,001
Redemption limit percentage without prior consent					15	15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%	100.00%
Maximum period to complete business combination					18 months	18 months
Redemption period upon closure					10 days	10 days
Maximum allowed dissolution expenses					$ 100,000	$ 100,000
Cash held in operating bank account					74,000	729,000
Working capital deficit					1,100,000	880,000,000,000
Aggregate purchase price				$ 25,000		25,000
Working capital loan outstanding						0
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	1,800,000	12,000,000
Price per share \| $ / shares		$ 10.00
Proceeds received from initial public offering gross	$ 18,000,000.0	$ 120,000,000.0
Offering costs, net of reimbursement from underwriter		10,500,000
Offering costs reimbursement from underwriter		480,000
Deferred underwriting commissions		3,400,000
Offering costs allocated to derivate warrant liabilities	$ 62,000	$ 62,000
Maximum allowed dissolution expenses					100,000	100,000
Private Placement \| Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		5,370,000
Price of warrant \| $ / shares		$ 1.00
Proceeds from sale of Private Placement Warrants		$ 5,400,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	1,800,000
Proceeds received from initial public offering gross	$ 18,000,000.0
Offering costs	990,000
Deferred underwriting commissions	630,000
Offering costs allocated to derivate warrant liabilities	$ 62,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price					25,000	25,000
Proceeds from promissory note - related party					$ 117,000	$ 117,000
Sponsor \| IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs		4,700,000
Offering costs allocated to derivate warrant liabilities		$ 685,000
Sponsor \| Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	540,000	5,370,000
Price of warrant \| $ / shares		$ 1.00
Proceeds from sale of Private Placement Warrants	$ 540,000	$ 5,400,000
Sponsor \| Private Placement \| Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	540,000
Proceeds from sale of Private Placement Warrants	$ 540,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		7 Months Ended	9 Months Ended	10 Months Ended
	Jul. 19, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Cash equivalents			$ 0	$ 0
Federal Depository Insurance Coverage				250,000
Unrecognized tax benefits			0	0
Unrecognized tax benefits accrued for interest and penalties			$ 0	$ 0
Class A ordinary shares subject to possible redemption, shares outstanding				13,800,000
Anti-dilutive securities attributable to warrants (in shares)		450,000		450,000
Private Placement
Anti-dilutive securities attributable to warrants (in shares)				12,810,000
Public Warrants [Member] \| IPO [Member]
Number of warrants in a unit	0.50
Private Placement Warrants [Member]
Anti-dilutive securities attributable to warrants (in shares)			12,810,000
Class A Ordinary shares
Class A ordinary shares subject to possible redemption, shares outstanding				13,800,000
Class A Ordinary shares \| Public Warrants [Member] \| IPO [Member]
Number of warrants in a unit	0.5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Temporary Equity (Details) - USD ($)	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Mar. 09, 2021
Class A ordinary shares subject to possible redemption
Class A common stock subject to possible redemption	$ 140,183,110			$ 139,380,000
Stockholders' Equity Attributable to Parent [Abstract]
Accumulated deficit	(7,107,569)			(9,181,366)
Total shareholders' deficit	(7,107,224)	$ (6,879,150)	$ (9,033,165)	(9,181,021)	$ (10,294,776)	$ (27,180)	$ (8,039)	$ 0
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$ 140,479,765			140,551,171
Class A Ordinary shares
Stockholders' Equity Attributable to Parent [Abstract]
Ordinary share				$ 0
Ordinary shares, par value (in dollars per share)	$ 0.0001			$ 0.0001
Class B Ordinary shares
Stockholders' Equity Attributable to Parent [Abstract]
Ordinary share	$ 345			$ 345
Accumulated deficit				$ (9,181,366)
Ordinary shares, par value (in dollars per share)	$ 0.0001			$ 0.0001

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Compute Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($)

3 Months Ended

7 Months Ended

9 Months Ended

10 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Dec. 31, 2021

Class A Ordinary shares

Numerator:

Allocation of net income (loss) - basic

$ 4,893,422

Allocation of net income (loss) - diluted

$ 4,814,256

Weighted Average Number of Shares Outstanding, Diluted [Abstract]

Basic weighted average ordinary shares outstanding

13,800,000

11,491,304

5,157,073

13,800,000

7,834,343

Diluted weighted average common shares outstanding

13,800,000

11,491,304

5,157,073

13,800,000

7,834,343

Diluted net income per ordinary share

$ 0.03

$ 0.39

$ 0.70

$ 0.17

$ 0.62

$ 0.03

$ 0.39

$ 0.68

$ 0.17

Class B Ordinary shares

Numerator:

Allocation of net income (loss) - basic

$ 1,955,233

Allocation of net income (loss) - diluted

$ 2,034,389

Weighted Average Number of Shares Outstanding, Diluted [Abstract]

Basic weighted average ordinary shares outstanding

^[1]

3,450,000

3,361,957

2,986,829

3,450,000

Diluted weighted average common shares outstanding

3,450,000

3,248,049

3,450,000

Diluted net income per ordinary share

$ 0.03

$ 0.39

$ 0.70

$ 0.17

$ 0.03

$ 0.39

$ 0.68

$ 0.17

$ 0.61

[1]

INITIAL PUBLIC OFFERING (Details) - USD ($)			7 Months Ended	10 Months Ended
INITIAL PUBLIC OFFERING (Details) - USD ($)	Jul. 19, 2021	Jul. 16, 2021	Sep. 30, 2021	Dec. 31, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds received from initial public offering gross				$ 138,000,000
Offering costs			$ 3,090,250	3,090,250
Deferred underwriting commissions				$ 4,010,000	$ 4,010,000
Exercise price of warrants				$ 11.50	$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,800,000	12,000,000
Price per share		$ 10.00
Proceeds received from initial public offering gross	$ 18,000,000.0	$ 120,000,000.0
Offering costs	990,000	10,500,000
Offering costs allocated to derivate warrant liabilities	62,000	62,000
Reimbursement of offering costs from underwriters	480,000	480,000
Deferred underwriting commissions	630,000	3,400,000
IPO [Member] \| Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs		4,700,000
Offering costs allocated to derivate warrant liabilities	$ 685,000
Deferred underwriting commissions		$ 3,400,000
Number of shares in a unit	1
Number of warrants in a unit	0.50
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

RELATED PARTY TRANSACTIONS - Founder Shares (Details)					1 Months Ended	9 Months Ended	10 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jul. 19, 2021 shares	Jul. 14, 2021 shares	Jun. 14, 2021 shares	Mar. 22, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) D item $ / shares shares	Dec. 31, 2021 USD ($) item $ / shares shares	Jul. 16, 2021 $ / shares	Jun. 13, 2021 shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $					$ 25,000		$ 25,000
Restrictions on transfer period of time after business combination completion						1 year	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares							$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| item						20	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination						30	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences						150 days	150 days
IPO [Member]
Related Party Transaction [Line Items]
Price per share \| $ / shares								$ 10.00
Class B Ordinary shares
Related Party Transaction [Line Items]
Ordinary shares, shares outstanding						3,450,000	3,450,000
Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $						$ 25,000	$ 25,000
Sponsor \| Class B Ordinary shares
Related Party Transaction [Line Items]
Number of shares issued				4,312,500
Aggregate purchase price \| $				$ 25,000
Price per share \| $ / shares				$ 0.006
Number of shares cancelled			450,000
Number of surrendered		862,500	862,500
Ordinary shares, shares outstanding			3,450,000						4,312,500
Shares not subjected to possible redemption	450,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Sponsor \| Class B Ordinary shares \| Minimum [Member]
Related Party Transaction [Line Items]
Ordinary shares, shares outstanding			4,312,500
Sponsor \| Class B Ordinary shares \| Maximum [Member]
Related Party Transaction [Line Items]
Ordinary shares, shares outstanding			3,450,000
Anchor Investors \| IPO [Member]
Related Party Transaction [Line Items]
Fair value of membership interests \| $						$ 7,200,000	$ 7,200,000
Anchor Investors \| Sponsor \| IPO [Member]
Related Party Transaction [Line Items]
Indirect economic interest (in shares)						917,365	917,365
Share Price \| $ / shares						$ 0.008	$ 0.008
Fair value of membership interests \| $						$ 2,500,000	$ 2,500,000
Anchor Investors \| Sponsor \| Private Placement Warrants [Member] \| IPO [Member]
Related Party Transaction [Line Items]
Indirect economic interest (in shares)						2,490,500	2,490,500
Share Price \| $ / shares						$ 1.00	$ 1.00

RELATED PARTY TRANSACTIONS - Private Placement (Details) - USD ($)	Jul. 19, 2021	Jul. 16, 2021	Sep. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Exercise price of warrants			$ 11.50	$ 11.50
Private Placement \| Class A Ordinary shares
Related Party Transaction [Line Items]
Number of shares issuable per warrant			1	1
Exercise price of warrants			$ 11.50	$ 11.50
Private Placement \| Sponsor
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued	540,000	5,370,000
Price of warrant		$ 1.00
Proceeds from sale of Private Placement Warrants	$ 540,000	$ 5,400,000
Private Placement and Second Private Placement
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued	2,490,500

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		3 Months Ended		7 Months Ended	9 Months Ended	10 Months Ended
	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Mar. 22, 2021
Related Party Transaction [Line Items]
General and administrative expenses - Related Party		$ 51,708	$ 79,850	$ 79,850	$ 339,708	$ 167,849
Sponsor
Related Party Transaction [Line Items]
Proceeds from promissory note - related party					117,000	117,000
Working capital loans \| Sponsor
Related Party Transaction [Line Items]
Working capital loan outstanding		300,000			300,000	0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note							$ 200,000
Proceeds from promissory note - related party	$ 117,000
Outstanding balance of related party note	$ 117,000	0			0	0
Related Party Loans \| Working capital loans
Related Party Transaction [Line Items]
Working capital loan outstanding		300,000			300,000	0
Loan conversion agreement warrant		$ 1,500,000			$ 1,500,000	$ 1,500,000
Price of warrants		$ 1.00			$ 1.00	$ 1.00
Support Agreement and Services
Related Party Transaction [Line Items]
Expenses incurred and paid					$ 16,000	$ 18,000
General and administrative expenses - Related Party						55,000
Support Agreement and Services \| Sponsor
Related Party Transaction [Line Items]
Expenses per month					$ 10,000	10,000
General and administrative expenses - Related Party						$ 113,000

RELATED PARTY TRANSACTIONS - Forward Purchase Agreements (Details) - USD ($)		1 Months Ended			10 Months Ended
	Aug. 05, 2021	Jan. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Aggregate purchase price				$ 25,000	$ 25,000
Forward Purchase Agreements
Related Party Transaction [Line Items]
Number of shares issued	7,500,000
Aggregate purchase price	$ 75,000,000
Price per share	$ 10.00
Amended Forward Purchase Agreements
Related Party Transaction [Line Items]
Number of shares issued		3,000,000	7,500,000
Aggregate purchase price		$ 30,000,000	$ 75,000,000
Purchase of binding redemption backstop		$ 15,000,000
Minimum shareholders redemptions with business combination		90.00%
Bridge financing by convertible promissory note		$ 30,000,000
Amended Forward Purchase Agreements \| Minimum [Member]
Related Party Transaction [Line Items]
Number of shares issued		3,000,000
Aggregate purchase price		$ 30,000,000
Amended Forward Purchase Agreements \| Maximum [Member]
Related Party Transaction [Line Items]
Number of shares issued		7,500,000
Aggregate purchase price		$ 75,000,000

COMMITMENTS AND CONTINGENCIES (Details)	Jul. 19, 2021 USD ($) $ / shares shares	Jul. 16, 2021 USD ($) shares	Sep. 30, 2022 USD ($) item	Dec. 31, 2021 USD ($) item
Subsidiary, Sale of Stock [Line Items]
Underwriting agreement options granted period	45 days
Deferred underwriting commissions			$ 4,010,000	$ 4,010,000
Maximum number of demands for registration of securities \| item			3	3
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	1,800,000
Deferred underwriting commissions	$ 630,000
Additional underwriter fee paid	$ 360,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	1,800,000	12,000,000
Underwriting Cash Discount Per Unit \| $ / shares	$ 0.20
Aggregate underwriter cash discount	$ 2,400,000
Reimbursement of offering costs from underwriters	$ 480,000	$ 480,000
Deferred underwriting commissions per unit \| $ / shares	$ 0.35
Deferred underwriting commissions	$ 630,000	$ 3,400,000
Reimbursement of deferred commissions from underwriter	$ 820,000

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details)	3 Months Ended	10 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) Vote $ / shares shares	Dec. 31, 2021 USD ($) Vote $ / shares shares	Sep. 30, 2022 USD ($) Vote $ / shares shares
Redeemable Noncontrolling Interest [Line Items]
Class A ordinary shares subject to possible redemption, shares outstanding \| shares		13,800,000	13,800,000
Gross proceeds		$ 138,000,000	$ 138,000,000
Proceeds allocated to Public Warrants		(8,625,000)	(8,625,000)
Class A ordinary share issuance costs, net of reimbursement from underwriter		(10,787,717)	(9,150,115)
Fair value adjustment of carrying value to redemption value	$ 20,792,717		19,155,115
Fair value adjustment of carrying value of Class A ordinary shares to redemption value		20,792,717
Class A ordinary shares subject to possible redemption		$ 139,380,000	$ 139,380,000	$ 140,183,110
Class A Common Stock
Redeemable Noncontrolling Interest [Line Items]
Number of shares authorized \| shares		200,000,000	200,000,000	200,000,000
Temporary equity par value \| $ / shares		$ 0.0001	$ 0.0001	$ 0.0001
Number of votes for each share \| Vote		1	1	1
Class A ordinary shares subject to possible redemption, shares outstanding \| shares		13,800,000	13,800,000
Class A Ordinary Shares Subject to Possible Redemption
Redeemable Noncontrolling Interest [Line Items]
Temporary equity shares issued \| shares		13,800,000	13,800,000	13,800,000
Class A ordinary shares subject to possible redemption, shares outstanding \| shares		13,800,000	13,800,000	13,800,000
Class A ordinary shares subject to possible redemption		$ 139,380,000	$ 139,380,000	$ 140,183,110

SHAREHOLDER'S DEFICIT - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
SHAREHOLDERS' DEFICIT
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0

SHAREHOLDER'S DEFICIT - Common Stock Shares (Details)				9 Months Ended	10 Months Ended
SHAREHOLDER'S DEFICIT - Common Stock Shares (Details)	Jul. 19, 2021 shares	Jul. 14, 2021 shares	Jun. 14, 2021 shares	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares	Jun. 13, 2021 shares	Mar. 23, 2021 shares
Class of Stock [Line Items]
Common shares, number of votes per share \| Vote					1
Class A Ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)				200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Common shares, number of votes per share \| Vote				1	1
Ratio to be applied to the stock in the conversion				20
Class A Ordinary Shares Subject to Possible Redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)					13,800,000
Common shares, shares outstanding (in shares)					13,800,000
Class B Ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)				20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Common shares, number of votes per share \| Vote				1
Common shares, shares issued (in shares)				3,450,000	3,450,000		4,312,500
Common shares, shares outstanding (in shares)				3,450,000	3,450,000
Shares not subjected to forfeiture	450,000
Ratio to be applied to the stock in the conversion					20
Class B Ordinary shares \| Sponsor
Class of Stock [Line Items]
Common shares, shares issued (in shares)							4,312,500
Common shares, shares outstanding (in shares)			3,450,000			4,312,500
Number of surrendered		862,500	862,500
Number of shares cancelled			450,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%

DERIVATIVE WARRANT LIABILITIES (Details)	9 Months Ended	10 Months Ended
DERIVATIVE WARRANT LIABILITIES (Details)	Sep. 30, 2022 D $ / shares shares	Dec. 31, 2021 D item $ / shares shares	Jul. 19, 2021 $ / shares
Warrants exercisable term from the completion of business combination	30 days	30 days
Warrants exercisable term from the closing of the public offering	12 months	12 months
Threshold period for filling registration statement after business combination	45 days	45 days
Threshold period for filling registration statement within number of days of business combination		60 days
Warrant conversion price	$ 11.50	$ 11.50
Public Warrants expiration term	5 years	5 years
Percentage of gross proceeds on total equity proceeds	60.00%	60.00%
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%	115.00%
Percentage of adjustment of redemption price of stock based on market value.	180.00%	180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00
Stock price trigger for redemption of public warrants	$ 18.00	$ 18.00
Redemption price per public warrant (in dollars per share)	$ 0.01	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Threshold trading days for redemption of public warrants	20 days	20 days
Threshold number of business days before sending notice of redemption to warrant holders	30	30
Redemption period	30 days	30 days
Redemption Of Warrant Price Per Share Equals Or Exceeds10.00
Stock price trigger for redemption of public warrants	$ 10.00	$ 10.00
Class A Ordinary shares
Threshold period for filling registration statement within number of days of business combination	60 days
Threshold issue price per share	$ 9.20	$ 9.20
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Number of trading days on which fair market value of shares is reported \| D	10	10
IPO [Member]
Warrants outstanding \| shares	12,810,000	12,810,000
IPO [Member] \| Public Warrants [Member]
Warrants outstanding \| shares	6,900,000	6,900,000
Warrant conversion price			$ 11.50
IPO [Member] \| Private Placement Warrants [Member]
Warrants outstanding \| shares	5,910,000	5,910,000
IPO [Member] \| Class A Ordinary shares \| Public Warrants [Member]
Warrant conversion price			$ 11.50

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Investments held in Trust Account	$ 140,283,110	$ 139,399,054
Liabilities:
Derivative warrant liabilities	2,049,600	6,069,900
Level 1 [Member] \| Recurring [Member] \| Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	1,104,000	3,174,000
Level 1 [Member] \| Recurring [Member] \| Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Level 1 [Member] \| U.S. Treasury Securities [Member] \| Recurring [Member]
Assets:
Investments held in Trust Account	140,283,110	139,399,054
Level 2 [Member] \| Recurring [Member] \| Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Level 2 [Member] \| Recurring [Member] \| Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Level 2 [Member] \| U.S. Treasury Securities [Member] \| Recurring [Member]
Assets:
Investments held in Trust Account	0	0
Level 3 [Member] \| Recurring [Member] \| Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Level 3 [Member] \| Recurring [Member] \| Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	945,600	2,895,900
Level 3 [Member] \| U.S. Treasury Securities [Member] \| Recurring [Member]
Assets:
Investments held in Trust Account	$ 0	$ 0

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3 [Member] - $ / shares			9 Months Ended	12 Months Ended
	Dec. 31, 2021	Mar. 10, 2021	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price	$ 11.50	$ 11.50	$ 11.50	$ 11.50
Stock price	$ 9.87	$ 9.34	$ 10.05	$ 9.87
Volatility	9.50%	23.00%	0.01%	0.095%
Term (years)	6 months 14 days	5 years	4 years 8 months 15 days	6 months 14 days
Risk-free rate	1.43%		0.0409%	0.0143%
Probability of completing business combination	95.00%	95.00%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free rate		0.07%
Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free rate		1.10%

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended				7 Months Ended	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of derivative warrant liabilities	$ (315,300)			$ (8,622,000)	$ (8,622,000)	$ (4,020,300)	$ (10,238,100)
Derivative warrant liabilities end Balance				$ 0	$ 0
Warranty liability	2,049,600					2,049,600	6,069,900
Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities beginning Balance	1,122,900	$ 2,559,030	$ 2,895,900			2,895,900
Issuance of Public and Private Warrants							16,308,000
Transfer of Public Warrants to Level 1 measurement							8,625,000
Change in fair value of derivative warrant liabilities	177,300	1,436,130	336,870				(4,787,100)
Derivative warrant liabilities end Balance	$ 945,600	$ 1,122,900	$ 2,559,030			$ 945,600	$ 2,895,900

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 74,453	$ 729,223
Prepaid expenses	122,202	422,894
Total current assets	196,655	1,152,117
Investments held in Trust Account	140,283,110	139,399,054
Total Assets	140,479,765	140,551,171
Current liabilities:
Accounts payable	159,240	69,855
Accounts payable - related party	48,893	2,872
Accrued expenses	836,165	199,565
Note Payable - related party	299,981
Total current liabilities	1,344,279	272,292
Deferred underwriting commissions	4,010,000	4,010,000
Derivative warrant liabilities	2,049,600	6,069,900
Total Liabilities	7,403,879	10,352,192
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 13,800,000 shares subject to possible redemption at $10.16 and $10.10 per share as of September 30, 2022 and December 31, 2021, respectively	140,183,110	139,380,000
Shareholders' Deficit:
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued or outstanding at September 30, 2022 and December 31, 2021
Accumulated deficit	(7,107,569)	(9,181,366)
Total shareholders' deficit	(7,107,224)	(9,181,021)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	140,479,765	140,551,171
Class A Ordinary Shares Subject to Possible Redemption
Current liabilities:
Class A ordinary shares subject to possible redemption; 13,800,000 shares subject to possible redemption at $10.16 and $10.10 per share as of September 30, 2022 and December 31, 2021, respectively	140,183,110	139,380,000
Class A Ordinary shares
Shareholders' Deficit:
Common Stock, Value		0
Class B Ordinary shares
Shareholders' Deficit:
Common Stock, Value	345	345
Accumulated deficit		(9,181,366)
Class A ordinary shares non-redeemable
Shareholders' Deficit:
Common Stock, Value	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Class A ordinary shares subject to possible redemption, shares outstanding		13,800,000
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to possible redemption, shares outstanding	13,800,000	13,800,000
Class A ordinary shares subject to possible redemption, redemption price (in dollars per share)	$ 10.16	$ 10.10
Ordinary shares, shares issued		13,800,000
Ordinary shares, shares outstanding		13,800,000
Class A Ordinary shares
Class A ordinary shares subject to possible redemption, shares outstanding		13,800,000
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	200,000,000	200,000,000
Class B Ordinary shares
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, shares issued	3,450,000	3,450,000
Ordinary shares, shares outstanding	3,450,000	3,450,000
Class A ordinary shares non-redeemable
Ordinary shares, shares issued	0	0
Ordinary shares, shares outstanding	0	0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)

1 Months Ended

3 Months Ended

7 Months Ended

9 Months Ended

10 Months Ended

Mar. 31, 2021

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Sep. 30, 2021

Jun. 30, 2021

Sep. 30, 2021

Sep. 30, 2022

Dec. 31, 2021

General and administrative expenses

$ 491,890

$ 242,013

$ 294,193

$ 1,688,021

$ 720,696

General and administrative expenses - related party

51,708

79,850

339,708

167,849

Loss from operations

(543,598)

(321,863)

(374,043)

(2,027,729)

(888,545)

Other income (expenses):

Loss upon issuance of private placements warrants

(1,773,000)

Income from investments held in Trust Account

686,544

6,919

884,056

19,054

Change in fair value of derivative warrant liabilities

315,300

8,622,000

4,020,300

10,238,100

Interest income on operating account

224

280

Offering costs associated with derivative warrant liabilities

(747,015)

Total other income

1,002,068

6,108,933

4,904,636

(7,737,190)

Net Income

$ (33,039)

$ 458,470

$ 2,270,581

$ 147,856

$ 5,787,070

$ (19,141)

$ 5,734,890

$ 2,876,907

$ 6,848,645

Class B Ordinary shares

Other income (expenses):

Weighted average number of common shares outstanding - basic

^[1]

3,450,000

3,361,957

2,986,829

3,450,000

Weighted average number of common shares outstanding - diluted

3,450,000

3,248,049

3,450,000

Basic net income per ordinary shares

$ 0.03

$ 0.39

$ 0.70

$ 0.17

Weighted average number of common shares outstanding - basic

$ 0.03

$ 0.39

$ 0.68

$ 0.17

$ 0.61

Class A Ordinary shares

Other income (expenses):

13,800,000

11,491,304

5,157,073

13,800,000

7,834,343

Weighted average number of common shares outstanding - diluted

13,800,000

11,491,304

5,157,073

13,800,000

7,834,343

Basic net income per ordinary shares

$ 0.03

$ 0.39

$ 0.70

$ 0.17

$ 0.62

$ 0.03

$ 0.39

$ 0.68

$ 0.17

[1]

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - Class B Ordinary shares - shares	Sep. 30, 2022	Jul. 19, 2021
Maximum common stock shares subject to forfeiture	450,000
Sponsor
Common stock shares that are no longer subject to forfeiture		450,000

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A Ordinary shares Ordinary Shares	Class B Ordinary shares Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Mar. 09, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Mar. 09, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor		$ 345	24,655		25,000
Issuance of Class B common stock to Sponsor (in shares)		3,450,000
Net Income (Loss)				(33,039)	(33,039)
Balance at the end at Mar. 31, 2021		$ 345	24,655	(33,039)	(8,039)
Balance at the end (in shares) at Mar. 31, 2021		3,450,000
Balance at the beginning at Mar. 09, 2021	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at Mar. 09, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)					5,734,890
Balance at the end at Sep. 30, 2021		$ 345		(10,295,121)	(10,294,776)
Balance at the end (in shares) at Sep. 30, 2021		3,450,000
Balance at the beginning at Mar. 09, 2021	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at Mar. 09, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor		$ 345	24,655	0	25,000
Issuance of Class B common stock to Sponsor (in shares)		3,450,000
Net Income (Loss)					6,848,645
Balance at the end at Dec. 31, 2021		$ 345	0	(9,181,366)	(9,181,021)
Balance at the end (in shares) at Dec. 31, 2021		3,450,000
Balance at the beginning at Mar. 31, 2021		$ 345	24,655	(33,039)	(8,039)
Balance at the beginning (in shares) at Mar. 31, 2021		3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)				(19,141)	(19,141)
Balance at the end at Jun. 30, 2021		$ 345	24,655	(52,180)	(27,180)
Balance at the end (in shares) at Jun. 30, 2021		3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Deemed capital contribution by Sponsor (restated)			4,738,051		4,738,051
Fair value adjustment to Class A ordinary share redemption amount (restated)			(4,762,706)	(16,030,011)	(20,792,717)
Net Income (Loss)				5,787,070	5,787,070
Balance at the end at Sep. 30, 2021		$ 345		(10,295,121)	(10,294,776)
Balance at the end (in shares) at Sep. 30, 2021		3,450,000
Balance at the beginning at Dec. 31, 2021		$ 345	0	(9,181,366)	(9,181,021)
Balance at the beginning (in shares) at Dec. 31, 2021		3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)				147,856	147,856
Balance at the end at Mar. 31, 2022		$ 345		(9,033,510)	(9,033,165)
Balance at the end (in shares) at Mar. 31, 2022		3,450,000
Balance at the beginning at Dec. 31, 2021		$ 345	$ 0	(9,181,366)	(9,181,021)
Balance at the beginning (in shares) at Dec. 31, 2021		3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Increase in redemption value of Class A common stock subject to possible redemption					(803,110)
Net Income (Loss)					2,876,907
Balance at the end at Sep. 30, 2022		$ 345		(7,107,569)	(7,107,224)
Balance at the end (in shares) at Sep. 30, 2022		3,450,000
Balance at the beginning at Mar. 31, 2022		$ 345		(9,033,510)	(9,033,165)
Balance at the beginning (in shares) at Mar. 31, 2022		3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Increase in redemption value of Class A common stock subject to possible redemption				(116,566)	(116,566)
Net Income (Loss)				2,270,581	2,270,581
Balance at the end at Jun. 30, 2022		$ 345		(6,879,495)	(6,879,150)
Balance at the end (in shares) at Jun. 30, 2022		3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Increase in redemption value of Class A common stock subject to possible redemption				(686,544)	(686,544)
Net Income (Loss)				458,470	458,470
Balance at the end at Sep. 30, 2022		$ 345		$ (7,107,569)	$ (7,107,224)
Balance at the end (in shares) at Sep. 30, 2022		3,450,000

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) - Class B Ordinary shares - shares	Sep. 30, 2022	Jul. 19, 2021
Maximum common stock shares subject to forfeiture	450,000
Sponsor
Common stock shares no longer subject to forfeiture		450,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	7 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash Flows from Operating Activities:
Net income	$ 5,734,890	$ 2,876,907
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	(8,622,000)	(4,020,300)
Income from investments held in the Trust Account	(6,919)	(884,056)
Offering costs associated with warrants	747,015
Loss upon issuance of private placement warrants	1,773,000
General and administrative expenses paid by related parties	25,950
Changes in operating assets and liabilities:
Prepaid expenses	(531,248)	300,692
Due form related party	(9,573)
Accounts payable	29,885	89,385
Accounts payable - related party		46,021
Accrued expenses	18,278	636,600
Net cash used in operating activities	(840,722)	(954,751)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(139,380,000)
Net cash used in investing activities	(139,380,000)
Cash Flows from Financing Activities:
Cash deposited in Trust Account	25,000
Proceeds received from note payable	(117,381)	299,981
Proceeds from issuance of Class B ordinary share to Sponsor	138,000,000
Proceeds received from private placement	5,910,000
Reimbursement from underwriter	480,000
Offering costs paid	(3,090,250)
Net cash provided by financing activities	141,207,369	299,981
Net change in cash	986,647	(654,770)
Cash - beginning of the period	0	729,223
Cash - end of the period	986,647	74,453
Supplemental disclosure of non-cash investing and financing activities:
Offering costs included in accrued expenses	85,000
Offering costs paid by related party under promissory note	91,431
Deferred underwriting commissions	4,010,000
Increase in redemption value of Class A common stock subject to possible redemption		$ 803,110
Fair value adjustment to Class A ordinary shares subject to possible redemption	$ 20,792,717

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Liquidity and Going Concern

As of September 30, 2022, the Company had approximately $74,000 in its operating bank account and a working capital deficit of approximately $1.1 million.

Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 16, 2023.

Emerging Growth Company

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk

Investments Held in Trust Account

Fair Value of Financial Instruments

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Derivative Financial Instruments

Offering Costs Associated with Initial Public Offering

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

Net Income (Loss) Per Ordinary Share

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares.


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income - basic and diluted	$	366,776	$	91,694	$	2,301,526	$	575,381

Denominator:
Basic and diluted weighted average ordinary shares outstanding		13,800,000		3,450,000		13,800,000		3,450,000

Basic and diluted net income per ordinary share	$	0.03	$	0.03	$	0.17	$	0.17


	For the Three Months Ended				For the Period from March 10, 2021
	September 30, 2021				(inception) through September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income – basic	$	4,477,198	$	1,309,873	$	3,631,582	$	2,103,308
Allocation of net income – diluted	$	4,450,815	$	1,336,255	$	3,518,717	$	2,216,173

Denominator:
Basic weighted average ordinary shares outstanding		11,491,304		3,361,957		5,157,073		2,986,829
Diluted weighted average ordinary shares outstanding		11,491,304		3,450,000		5,157,073		3,248,049

Basic net income per ordinary share	$	0.39	$	0.39	$	0.70	$	0.70
Diluted net income per ordinary share	$	0.39	$	0.39	$	0.68	$	0.68

Recent Accounting Pronouncements

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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. There were no cash equivalents at December 31, 2021.

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 Corporation coverage limit of $250,000, and any investments held in Trust Account. At December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Investments Held in Trust Account

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” (“ASC 820”), equal or approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

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 share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and 815, “Derivatives and Hedging” (“ASC 815”). 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.

Offering Costs Associated with Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions 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.

Net Income (Loss) Per Ordinary 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 ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 12,810,000 ordinary shares because their exercise is contingent upon future events. The number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 450,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 4). Since the contingency was satisfied as of December 31, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. The fair value adjustment associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares.


	For The Period From March 10, 2021
	(Inception) through December 31, 2021
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income (loss) – basic	$	4,893,422	$	1,955,233
Allocation of net income (loss) – diluted		4,814,256		2,034,389

Denominator:
Basic and diluted weighted average ordinary shares outstanding		7,834,343		3,130,303
Diluted weighted average ordinary shares outstanding		7,834,343		3,310,606

Basic net income per ordinary share	$	0.62	$	0.62
Diluted net income per ordinary share	$	0.61	$	0.61

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

FASB ASC 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Recent Accounting Pronouncements

RELATED PARTY TRANSACTIONS

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 4. RELATED PARTY TRANSACTIONS

Founder Shares

Private Placement

Related Party Loans

Support Agreement and Services

Forward Purchase Agreements

NOTE 4. RELATED PARTY TRANSACTIONS

Founder Shares

On March 22, 2021, the Sponsor purchased 4,312,500 founder shares (“Founder Shares”), which are Class B ordinary shares, for an aggregate purchase price of $25,000, or approximately $0.006 per share. On June 14, 2021, Sponsor effected a surrender of 862,500 Class B ordinary shares to us for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 4,312,500 to 3,450,000. All shares and share amounts have been retroactively adjusted. The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 450,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised their over-allotment option on July 19, 2021; therefore, these 450,000 Founder Shares were no longer subject to possible redemption.

In connection with the closing of the IPO and sale of Units to the Anchor Investors, in exchange for the Anchor Investors’ participation in the Initial Public Offering, the Sponsor sold and transferred membership interests in the Sponsor that, in aggregate, represent an indirect economic interest in 917,365 Founder Shares and 2,490,500 Private Placement Warrants. The Anchor Investors paid approximately $2.5 million in total for the Sponsor membership interests, resulting in each Anchor Investor effectively paying $1.00 per Private Placement Warrant and approximately $0.008 per Founder Share. The Company determined that the aggregate fair value of the Sponsor membership interests sold to the Anchor Investors was approximately $7.2 million. To estimate the fair value of Sponsor membership interests, management considered the probability and timing of IPO completion, business combination completion, and an appropriate discount for lack of marketability, all Level 3 inputs under ASC 820. The excess of the fair value of the Sponsor membership interests issued to the Anchor Investors over the aggregate consideration paid for such interests was considered to be an offering cost of the Company’s Initial Public Offering, in accordance with Staff Accounting Bulletin Topic 5A, and a deemed divided to the Company from the Sponsor for the same amount.

Private Placement

Related Party Loans

On March 22, 2021, the Sponsor agreed to loan the Company up to $200,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due on the closing date of the Initial Public Offering. As of June 30, 2021, the Company borrowed approximately $117,000 under the Note. The Company repaid the Note in full on July 21, 2021. As of December 31, 2021, there was no balance outstanding.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Support Agreement and Services

Forward Purchase Agreements

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

NOTE 6. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table:


Gross proceeds	$	138,000,000
Less:
Proceeds allocated to Public Warrants		(8,625,000)
Class A ordinary share issuance costs, net of reimbursement from underwriter		(9,150,115)
Plus:
Accretion of carrying value to redemption value		19,155,115
Class A common stock subject to possible redemption - December 31, 2021		139,380,000
Increase in redemption value of Class A common stock subject to possible redemption		803,110
Class A common stock subject to possible redemption - September 30, 2022	$	140,183,110

NOTE 6. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 13,800,000 shares of Class A ordinary shares issued and outstanding, all of which were subject to possible redemption and are classified outside of permanent equity in the balance sheet.

Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table:


Gross proceeds	$	138,000,000
Less:
Proceeds allocated to Public Warrants		(8,625,000)
Class A ordinary share issuance costs, net of reimbursement from underwriter		(10,787,717)
Plus:
Fair value adjustment of carrying value of Class A ordinary shares to redemption value		20,792,717
Class A ordinary shares subject to possible redemption	$	139,380,000

SHAREHOLDERS' DEFICIT

9 Months Ended

10 Months Ended

Sep. 30, 2022

Dec. 31, 2021

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT

NOTE 7. SHAREHOLDERS’ DEFICIT

NOTE 7. SHAREHOLDERS’ DEFICIT

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 13,800,000 Class A ordinary shares issued and outstanding, all subject to possible redemption and classified outside permanent equity in the accompanying balance sheet. See Note 6.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On March 23, 2021, the Company issued 4,312,500 Class B ordinary shares to the Sponsor. On June 14, 2021, the Sponsor effected a surrender of 862,500 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 4,312,500 to 3,450,000. All shares and share amounts have been retroactively adjusted. The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 450,000 Class B ordinary shares for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters fully exercised their over-allotment option on July 19, 2021; therefore, these 450,000 Founder Shares were no longer subject to forfeiture. As of December 31, 2021, there were 3,450,000 Class B ordinary share issued and outstanding.