References to “Company”, “
We are a blank check company incorporated on
Simultaneously with the closing of the Public Offering, our Sponsor and Cantor purchased a total of 655,000 Private Placement Units, at a price of
per Private Placement Unit, for a total purchase price of
At the closing of the Public Offer of
If we have not completed our initial business combination within such time period, we 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 (which interest shall be net of taxes payable and up to
$100,000of interest to pay dissolution expenses), divided 60
by the number of public shares then outstanding, the redemption of which will completely extinguish the rights of the public shareholders as shareholders (including the right to receive further liquidation distributions, if any), and (iii) also promptly as reasonably possible after such redemption, subject to the approval of our remaining shareholders and our Board of Directors, to liquidate and dissolve, subject in each case to our obligations under
We cannot assure you that our plans to complete our first business combination will be successful.
Liquidity and going concern
Our cash requirements up to
As part of our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, the management has determined that the liquidity condition and the date of compulsory liquidation and subsequent dissolution raises substantial doubt as to our ability to continue our business. No adjustments were made to the carrying values of assets or liabilities if we were to liquidate after
Our entire activity since inception up to
December 31, 2021related to our formation, the preparation for the Public Offering, and since the closing of the Public Offering, the search for a prospective initial business combination. We will not generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of investment income from the Trust Account. We will continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the period of
Commitments and contingencies
Registration and rights of shareholders
Under the terms of a recording rights agreement concluded on
We granted the underwriters a 45-day option from
August 10, 2021to purchase up to 3,000,000 additional Units at the Public Offering price less the underwriting discounts and commissions. On September 25, 2021, the over-allotment option expired.
Subscribers were entitled to a subscription discount of
Critical accounting policies
The preparation of these financial statements in accordance with
Class A common shares redeemable
Class A common shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common shares (including Class A common shares with redemption rights that are either under the control of the holder or subject to redemption in the event of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common shares are classified as equity. Our Class A common shares have certain redemption rights that are considered beyond our control and subject to the occurrence of uncertain future events. Accordingly, all outstanding Class A common shares that may be repurchased are presented at their redemption value as temporary shareholders’ equity, outside the shareholders’ equity section of our consolidated balance sheet.
Under ASC 480, we have elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Public Offering, we recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net earnings (loss) per common share
We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. We have two classes of shares, called Class A common shares and Class B common shares. Income and losses are shared pro rata between the two classes of shares. Net earnings (loss) per common share is calculated by dividing net earnings (net loss) by the weighted average number of common shares outstanding for the relevant period.
Calculation of diluted net income (loss) per common share excludes the effect of public warrants and private placement warrants to purchase an aggregate of 20,000,000 common shares Class A since their inclusion would be anti-dilutive under the treasury stock method. Accordingly, diluted net earnings (loss) per share is the same as basic net earnings (loss) per share for the period from
Recent accounting pronouncements
August 2020, the FASB issued ASU No. 2020-06, "Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06"), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after January 1, 2024, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this change will have on our financial statements.
Other recent accounting pronouncements issued by the FASB (including its
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm's report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Public Offering or until we are no longer an "emerging growth company," whichever is earlier.
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