References to the "Company," "us," "our" or "we" refer to
Overview
We are a blank check company formed under the laws of the
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues
to date. Our only activities from inception through
For the year ended
For the year ended
Liquidity and Capital Resources
We have cash of
On
Following our initial public offering, the full exercise of the over-allotment
option, and the sale of the private placement warrants, a total of
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions and income taxes payable), to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
We intend to use the funds held outside the trust account of
20 --------------------------------------------------------------------------------
In order to fund working capital deficiencies or finance transaction costs in
connection with our initial business combination, our sponsor or an affiliate of
our sponsor or certain of our officers and directors may, but are not obligated
to, loan us funds as may be required. If we complete our initial business
combination, we may repay such loaned amounts out of the proceeds of the trust
account released to us. In the event that our initial business combination does
not close, we may use a portion of the working capital held outside the trust
account to repay such loaned amounts, but no proceeds from our trust account
would be used for such repayment. Up to
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.
Commencing on
The underwriters are entitled to a deferred fee of
Critical Accounting Policies
This management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in
Upon consummation of the Initial Public Offering, our portfolio of investments
is comprised solely of
21 --------------------------------------------------------------------------------
value of these securities is included in Gain on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Warrant Classification
Upon consummation of the Initial Public Offering, we account for warrants as
either equity-classified or liability-classified instruments based on an
assessment of the warrant's specific terms and applicable authoritative guidance
in
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Upon the Initial Public Offering, we determined that the Public Warrants and Private Placement Warrants should be classified as liability instruments.
Class A Ordinary Shares Subject to Possible Redemption
Upon consummation of the Initial Public Offering, we account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders' equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.
Net Loss Per Ordinary Share
Upon consummation of the Initial Public Offering, we comply with accounting and
disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Our unaudited
condensed statements of operations includes a presentation of income (loss) per
ordinary share for ordinary shares subject to possible redemption in a manner
similar to the two-class method of income (loss) per common share. Accretion
associated with the redeemable Class A ordinary shares is excluded from earnings
per share as the redemption value approximates fair value. There were no Class A
ordinary shares issued or outstanding at
Net loss per share is calculated by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period.
At December, 2021 we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Recent Accounting Pronouncements
In
Our management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.
Recent Accounting Standards
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
22
--------------------------------------------------------------------------------
© Edgar Online, source